<PAGE>

                                                                     Exhibit 4.1

                                MASTER INDENTURE

                                     between

                     GE DEALER FLOORPLAN MASTER NOTE TRUST,
                                    as Issuer

                                       and

                            WILMINGTON TRUST COMPANY,
                              as Indenture Trustee

                              Dated as of [ ], 2004

                                                                Master Indenture

<PAGE>

                      GE DEALER FLOORPLAN MASTER NOTE TRUST

                  Reconciliation and Tie between this Indenture
                                     and the
                     Trust Indenture Act of 1939, as amended

<TABLE>
<CAPTION>
TIA Section                               Indenture Section
-----------                               -----------------
<S>                                       <C>
 310(a)(1)                                      6.11
    (a)(2)                                      6.11
    (a)(3)                                      6.10(b)
    (a)(4)                                  Not Applicable
    (b)                                         6.11
    (c)                                     Not Applicable
 311(a)                                         6.13
    (b)                                         6.13
 312(a)                                         7.1
    (b)                                         7.2(b); 10.14
    (c)                                         7.2(c); 10.14
 313(a)                                         6.14; 6.6
    (b)(1)                                      6.14
    (b)(2)                                      6.14
    (c)                                         6.14
    (d)                                         6.14
 314(a)                                         7.3
    (b)                                         3.6; 8.8
    (c)(1)                                      8.7
    (c)(2)                                      8.7
    (c)(3)                                      8.7
    (d)                                         8.7
    (e)                                         10.1
    (f)                                     Not Applicable
 315(a)                                         6.1
    (b)                                         6.5
    (c)                                         6.1
    (d)                                         6.7
    (e)                                         5.12
 316(a) (last sentence)                         2.12
    (a)(1)(A)                                   5.10
    (a)(1)(b)                                   5.11
    (a)(2)                                  Not Applicable
 317(a)(1)                                      5.3
    (a)(2)                                      5.3
    (b)                                         6.16
 318(a)                                         10.17
    (c)                                         10.17
</TABLE>

                                                                Master Indenture

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
                                                      ARTICLE I
                                     Definitions and Incorporation by Reference

SECTION 1.1.    Definitions..........................................................................            2
SECTION 1.2.    Other Interpretive Matters...........................................................           21
SECTION 1.3.    Incorporation by Reference of TIA....................................................           22

                                                     ARTICLE II
                                                      The Notes

SECTION 2.1.    Form.................................................................................           22
SECTION 2.2.    Execution, Authentication and Delivery...............................................           23
SECTION 2.3.    Temporary Notes......................................................................           23
SECTION 2.4.    Registration; Registration of Transfer and Exchange..................................           23
SECTION 2.5.    Mutilated, Destroyed, Lost or Stolen Notes...........................................           25
SECTION 2.6.    Persons Deemed Owner.................................................................           26
SECTION 2.7.    Payment of Principal and Interest; Defaulted Interest................................           26
SECTION 2.8.    New Issuances........................................................................           27
SECTION 2.9.    Cancellation.........................................................................           29
SECTION 2.10.   Book-Entry Notes.....................................................................           29
SECTION 2.11.   Notices to Clearing Agency...........................................................           30
SECTION 2.12.   Definitive Notes.....................................................................           30
SECTION 2.13.   Treasury Notes.......................................................................           32
SECTION 2.14.   CUSIP Numbers........................................................................           32
SECTION 2.15.   Perfection Representations and Warranties............................................           32
SECTION 2.16.   Notes to Constitute Indebtedness.....................................................           32
SECTION 2.17.   Redemption...........................................................................           32

                                                     ARTICLE III
                                                      Covenants

SECTION 3.1.    Payment of Principal and Interest....................................................           32
SECTION 3.2.    Maintenance of Office or Agency......................................................           33
SECTION 3.3.    Paying Agent's Obligations...........................................................           33
SECTION 3.4.    Existence............................................................................           33
SECTION 3.5.    Protection of the Collateral; Further Assurances.....................................           33
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 3.6.    Opinion as to the Collateral.........................................................           34
SECTION 3.7.    Performance of Obligations; Servicing of Transferred Receivables.....................           34
SECTION 3.8.    Taxes................................................................................           37
SECTION 3.9.    Annual Statement as to Compliance....................................................           37
SECTION 3.10.   Negative Covenants...................................................................           37
SECTION 3.11.   Successor or Transferee..............................................................           40
SECTION 3.12.   Notice of Early Amortization Event and Events of Default.............................           40
SECTION 3.13.   Further Instruments and Acts.........................................................           41
SECTION 3.14.   Enforcement of Related Documents.....................................................           41

                                                     ARTICLE IV
                                             Satisfaction and Discharge

SECTION 4.1.    Satisfaction and Discharge of Indenture..............................................           41
SECTION 4.2.    Application of Trust Funds...........................................................           43

                                                     ARTICLE V
                          TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND REMEDIES

SECTION 5.1.    Trust Early Amortization Events......................................................           43
SECTION 5.2.    Events of Default....................................................................           43
SECTION 5.3.    Acceleration of Maturity and Annulment; Remedies.....................................           44
SECTION 5.4.    Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee........           47
SECTION 5.5.    Limitation of Suits..................................................................           49
SECTION 5.6.    Unconditional Rights of Noteholders to Receive Principal and Interest................           50
SECTION 5.7.    Restoration of Rights and Remedies...................................................           50
SECTION 5.8.    Rights and Remedies Cumulative.......................................................           50
SECTION 5.9.    Delay or Omission Not a Waiver.......................................................           50
SECTION 5.10.   Control by Noteholders...............................................................           50
SECTION 5.11.   Waiver of Past Defaults..............................................................           51
SECTION 5.12.   Undertaking for Costs................................................................           51
SECTION 5.13.   Waiver of Stay or Extension Laws.....................................................           51
SECTION 5.14.   Action on Notes......................................................................           51
SECTION 5.15.   Performance and Enforcement of Certain Obligations...................................           52
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 5.16.   Sale of Collateral...................................................................           52

                                                     ARTICLE VI
                                     THE INDENTURE TRUSTEE AND THE PAYING AGENT

SECTION 6.1.    Duties of the Indenture Trustee......................................................           54
SECTION 6.2.    Rights of the Indenture Trustee......................................................           56
SECTION 6.3.    Individual Rights of the Indenture Trustee...........................................           57
SECTION 6.4.    Funds Held in Trust..................................................................           58
SECTION 6.5.    Notice of Early Amortization Events or  Events or Defaults...........................           58
SECTION 6.6.    Reports by Indenture Trustee to the Noteholders......................................           58
SECTION 6.7.    Compensation and Indemnity...........................................................           58
SECTION 6.8.    Resignation and Removal; Appointment of Successor....................................           59
SECTION 6.9.    Successor Indenture Trustee by Merger................................................           60
SECTION 6.10.   Appointment of Co-Trustee or Separate Trustee........................................           60
SECTION 6.11.   Eligibility; Disqualification........................................................           61
SECTION 6.12.   Acceptance by Indenture Trustee......................................................           62
SECTION 6.13.   Preferential Collection of Claims Against the Issuer.................................           63
SECTION 6.14.   Reports by Indenture Trustee to Noteholders..........................................           63
SECTION 6.15.   Representations and Warranties.......................................................           63
SECTION 6.16.   The Paying Agent.....................................................................           64

                                                     ARTICLE VII
                                            NOTEHOLDERS LISTS AND REPORTS

SECTION 7.1.    The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders.......           65
SECTION 7.2.    Preservation of Information; Communications to Noteholders...........................           65
SECTION 7.3.    Reports by the Issuer................................................................           66
SECTION 7.4.    List of Noteholders..................................................................           66

                                                    ARTICLE VIII
                                        Accounts, Disbursements and Releases

SECTION 8.1.    Collection of Amounts Due............................................................           67
SECTION 8.2.    Trust Accounts.......................................................................           67
SECTION 8.3.    Rights of Noteholders................................................................           68
SECTION 8.4.    Collections and Allocations..........................................................           68
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 8.5.    Shared Principal Collections.........................................................           70
SECTION 8.6.    Excess Non-Principal Collections.....................................................           70
SECTION 8.7.    Release of Collateral................................................................           70
SECTION 8.8.    Opinion of Counsel...................................................................           70

                                                     ARTICLE IX
                                               Supplemental Indentures

SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders...............................           71
SECTION 9.2.    Supplemental Indentures With Consent of Noteholders..................................           72
SECTION 9.3.    Execution of Supplemental Indentures.................................................           75
SECTION 9.4.    Effect of Supplemental Indenture.....................................................           75
SECTION 9.5.    Reference in Notes to Supplemental Indentures........................................           75
SECTION 9.6.    Conformity with Trust Indenture Act..................................................           75

                                                      ARTICLE X
                                                    Miscellaneous

SECTION 10.1.   Compliance Certificates and Opinions, etc............................................           75
SECTION 10.2.   Form of Documents Delivered to the Indenture Trustee.................................           77
SECTION 10.3.   Acts of Noteholders..................................................................           78
SECTION 10.4.   Notices, etc., to the Indenture Trustee, the Issuer and Rating Agencies..............           79
SECTION 10.5.   Notices to Noteholders; Waiver.......................................................           79
SECTION 10.6.   Alternate Payment and Notice Provisions..............................................           80
SECTION 10.7.   Successors and Assigns...............................................................           80
SECTION 10.8.   Severability.........................................................................           80
SECTION 10.9.   Benefits of Indenture................................................................           80
SECTION 10.10.  Legal Holidays.......................................................................           81
SECTION 10.11.  Governing Law........................................................................           81
SECTION 10.12.  Counterparts.........................................................................           82
SECTION 10.13.  The Issuer Obligation................................................................           82
SECTION 10.14.  Communication by Noteholders with Other Noteholders..................................           83
SECTION 10.15.  Agents of the Issuer.................................................................           83
SECTION 10.16.  Survival of Representations and Warranties...........................................           83
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
SECTION 10.17.  Conflict with Trust Indenture Act....................................................           83
SECTION 10.18.  Subordination........................................................................           83
</TABLE>

                                      -v-

<PAGE>

EXHIBITS

EXHIBIT A Form of Officer's Certificate (Section 3.9)

SCHEDULE 1 Perfection Representations and Warranties (Section 2.15)

                                      -vi-

<PAGE>

      MASTER INDENTURE, dated as of [_______], 2004, between GE DEALER FLOORPLAN
MASTER NOTE TRUST, a Delaware statutory trust and WILMINGTON TRUST COMPANY, a
[___________], as trustee and not in its individual capacity.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the Notes by
the holders thereof, it is mutually covenanted and agreed, for the benefit of
all Noteholders, as follows:

                                 GRANTING CLAUSE

      The Issuer, as security for the Issuer's obligations under the Notes and
this Indenture, hereby Grants to the Indenture Trustee on the Closing Date
relating to the first Series of Notes, as the Indenture Trustee for the benefit
of the Noteholders and the Indenture Trustee, a security interest in all of the
Issuer's right, title and interest in, to and under the following, whether now
existing or hereafter arising or acquired (collectively, the "Collateral"): (a)
the Note Trust Certificate; (b) the Transferred Receivables; (c) Collections
related to and all money, instruments, investment property and other property
distributed or distributable in respect of (together with all earnings,
dividends, distributions, income, issues, and profits relating to) the
Transferred Receivables pursuant to the terms of this Indenture and any
Indenture Supplement; (d) all funds, Financial Assets, Investment Property or
other property on deposit from time to time in or credited to the Trust
Accounts, including the proceeds thereof and income thereon; (e) all Insurance
Proceeds; (f) all proceeds of derivative contracts, if any, between the Issuer
or, to the extent assigned to the Issuer, the Transferor and a counterparty, as
described in any Indenture Supplement; (g) all present and future claims,
demands, causes and causes in action in respect of any or all of the property
described in the foregoing clauses (a) through (f) and all payments on, under or
in respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, Trust Accounts, promissory notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property that at any time constitute all or part of or are
included in the proceeds of any and all of the foregoing; (h) all rights,
remedies, powers, privileges and claims of the Issuer under or with respect to
any Series Enhancement or any Related Document (whether arising pursuant to the
terms of the related Enhancement Agreement, any Related Document or otherwise
available to the Issuer at law or in equity), including the rights of the Issuer
to enforce such Enhancement Agreement or any Related Document and to give or
withhold any and all consents, requests, notices, directions, approvals,
extensions or waivers under or with respect to such Enhancement Agreement or any
Related Document to the same extent as the Issuer could but for the assignment
and security interest granted to the Indenture Trustee for the benefit of the
Noteholders; (i) all general intangibles relating to or arising out of any of
the property described in the foregoing clauses (a) through (h); (j) all
proceeds of any of the property described in the foregoing clauses (a) through
(i); and (k) all other personal property of the Issuer, of whatever kind or
nature and wherever located.

      Such Grant is made in trust to the Indenture Trustee.

                                                                Master Indenture

<PAGE>

      The Indenture Trustee, on behalf of the Noteholders, (i) acknowledges such
Grant, and (ii) accepts the trusts under this Indenture in accordance with this
Indenture and agrees, subject to the terms and conditions hereof, to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

      The Issuer shall file, and hereby authorizes the Indenture Trustee to
file, a UCC financing statement with a collateral description covering all of
the Issuer's personal property, wherever located, whether now existing or
arising in the future.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1. Definitions. Except as otherwise specified or as the context
may otherwise require, the following capitalized terms only have the meanings
set forth below for all purposes of this Indenture (including the Granting
Clause of this Indenture).

      "Account" means each Initial Account and, from and after the related
Addition Date, each Additional Account. The term "Account" shall not include any
Removed Accounts.

      "Account Schedule" is defined in the First Tier Agreement.

      "Accounts Receivable" means, with respect to any Dealer, all amounts shown
on such Dealer's records as amounts payable by a customer in respect of goods or
services sold by such Dealer to such customer.

      "Accounts Receivable Business" means the extensions of credit made by an
Originator to Dealers in order to finance the Accounts Receivable of such
Dealers.

      "Accounts Receivable Financing Agreement" means an accounts receivable
financing agreement entered into by an Originator with a Dealer in connection
with the Accounts Receivable Business.

      "Act" is defined in Section 10.3(a).

      "Addition Date" is defined in the First Tier Agreement.

      "Additional Account" means an Eligible Account, which is designated
pursuant to the First Tier Agreement to be included as an Account and is
identified in an Account Schedule delivered to the Indenture Trustee.

      "Administration Agreement" means the Administration Agreement, dated as of
[ ], 2004, between the Administrator, the Trustee and the Issuer.

      "Administrator" means GE Capital, in its capacity as Administrator under
the Administration Agreement, or any other Person designated as Administrator
under the Administration Agreement.

                                                                Master Indenture

                                       2

<PAGE>

      "Adverse Effect" means, with respect to any action, that such action will
(a) result in the occurrence of an Early Amortization Event or an Event of
Default or (b) materially and adversely affect the amount or timing of
distributions to be made to the Noteholders of any Series or Class pursuant to
the Related Documents.

      "Affiliate" means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, five percent (5%) or more of the securities having
ordinary voting power in the election of directors of such Person, (b) each
Person that controls, is controlled by or is under common control with such
Person, or (c) each of such Person's officers, directors, joint venturers and
partners. For the purposes of this definition, "control" of a Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, whether through the ownership of voting
securities, by contract or otherwise.

      "Aggregate Principal Receivables" means, as of any date of determination,
the aggregate Outstanding Balance of Principal Receivables as of such date.

      "Allocation Percentage" is defined, for any Series, in the related
Indenture Supplement.

      "Amortization Period" means, as to any Series or any Class within a
Series, any Early Amortization Period or any period specified as an
"Amortization Period," if any, in the related Indenture Supplement.

      "Asset Based Lending Business" means the extensions of credit made by an
Originator to Dealers in order to provide loans based on the value of certain
assets of such Dealers.

      "Asset Based Lending Financing Agreement" means an asset based lending
financing agreement entered into by an Originator and a Dealer in connection
with the Asset Based Lending Business.

      "Authorized Officer" means (a) with respect to any corporation or
statutory trust, the Chairman or Vice-Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer and each other officer or employee of such corporation or
trustee of such statutory trust specifically authorized in resolutions of the
Board of Directors of such corporation or trustee or administrator of such
statutory trust to sign agreements, instruments or other documents on behalf of
such corporation or statutory trust or by the governing documents or agreements
of such statutory trust in connection with the transactions contemplated by the
Related Documents, and (b) with respect to a limited liability company, any
officer or manager of such limited liability company, provided, that any
Authorized Officer of the Transferor shall be considered to be an Authorized
Officer of the Issuer.

      "Bankruptcy Code" means the provisions of Title 11 of the United States
Code, 11 U.S.C. Sections 101 et seq.

      "Benefit Plan" means (i) an "employee benefit plan" as defined in Section
3(3) of ERISA which is subject to Title I of ERISA, (ii) a "plan" as defined in
Section 4975 of the Code, (iii) an entity whose underlying assets include plan
assets by reason of investment by an employee

                                                                Master Indenture

                                       3

<PAGE>

benefit plan or plans in such entity, or (iv) a governmental plan subject to
applicable law that is substantially similar to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code.

      "Book-Entry Notes" means a beneficial interest in the Notes of a
particular Class, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.10.

      "Business Day" means any day that is not a Saturday, a Sunday or a day on
which banks are required or permitted to be closed in the State of New York, the
State of Illinois or the State of Connecticut (or, with respect to any Series,
any additional city specified by the related Indenture Supplement).

      "Certificated Security" has the meaning assigned to such term in Section
8-102 of Article 8 of the UCC.

      "Chattel Paper" has the meaning assigned thereto in Section 9-102 of
Article 9 of the UCC.

      "Class" means any class of Notes of any Series.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act that has been designated
as the "Clearing Agency" for purposes of this Indenture.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
such Clearing Agency.

      "Closing Date" means, with respect to any Series, the date specified as
such in the Indenture Supplement for such Series.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and Treasury Regulations promulgated thereunder.

      "Collateral" is defined in the Granting Clause of this Indenture.

      "Collateral Amount" is defined, with respect to any Series, in the
Indenture Supplement for such Series.

      "Collateral Security" means, with respect to any Receivable, (i) the
security interest, if any, granted by or on behalf of the related Dealer with
respect thereto, including a security interest in the related Products, Accounts
Receivable or assets, (ii) all other security interests or liens and property
subject thereto from time to time purporting to secure payment of such
Receivable, whether pursuant to the agreement giving rise to such Receivable or
otherwise, together with all financing statements filed against a Dealer
describing any collateral securing such Receivable, (iii) all guarantees,
insurance and other agreements (including Floorplan Agreements and subordination
agreements with other lenders) or arrangements of whatever

                                                                Master Indenture

                                       4

<PAGE>

character from time to time supporting or securing payment of such Receivable
whether pursuant to the agreement giving rise to such Receivable or otherwise,
and (iv) all Records in respect of such Receivable.

      "Collection Account" means the account designated as such, established and
owned by the Issuer and maintained in accordance with Section 8.2.

      "Collections" means, without duplication, all payments by or on behalf of
Dealers received in respect of the Receivables (including proceeds from the
realization upon any Collateral Security), in the form of cash, checks, wire
transfers or any other form of payment. Collections of Non-Principal Receivables
shall include all Recoveries. Amounts paid by Transferor pursuant to Section 2.5
of the Second Tier Agreement shall be deemed to be Principal Collections.
Amounts paid by Transferor pursuant to Section 6.1(e) of the Second Tier
Agreement shall be deemed to be Principal Collections to the extent that they
represent the purchase price of Principal Receivables. Amounts paid by the
Master Servicer pursuant to Section 2.6 of the Servicing Agreement shall be
deemed to be Principal Collections.

      "Commission" means the Securities and Exchange Commission.

      "Control", with respect to any Federal Book Entry Security, means that:

      (i) the Indenture Trustee is a "participant" (as such term is defined in
the Federal Book Entry Regulations) in the book entry system maintained by the
Federal Reserve Bank that is acting as fiscal agent for the issuer of such
Federal Book Entry Security, and such Federal Reserve Bank has indicated by book
entry that a Securities Entitlement to such Federal Book Entry Security has been
credited to the Indenture Trustee's Securities Account maintained by such
Federal Reserve Bank in such book entry system; or

      (ii) (a) the Indenture Trustee (1) is registered on the records of a
Securities Intermediary as the Person having a Securities Entitlement in respect
of such Federal Book Entry Security against such Securities Intermediary; or (2)
has obtained the agreement, in writing, of the Securities Intermediary for such
Securities Entitlement that such Securities Intermediary will comply with
Entitlement Orders of the Indenture Trustee without further consent of any other
Person; (b) the Securities Intermediary is a "participant" (as such term is
defined in the Federal Book Entry Regulations) in the book entry system
maintained by the Federal Reserve Bank that is acting as fiscal agent for the
issuer of such Federal Book Entry Security; and (c) such Federal Reserve Bank
has indicated by book entry that a Security Entitlement to such Federal Book
Entry Security has been credited to the Securities Intermediary's Securities
Account maintained by such Federal Reserve Bank in such book entry system.

      "Corporate Trust Office" means, (a) with respect to the Indenture Trustee,
the principal office of the Indenture Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
this Indenture is located at [1100 N. Market Street, Wilmington, Delaware
19890], Attention: [________] (facsimile no.[(___) ___-____)]; or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the

                                                                Master Indenture

                                       5

<PAGE>

Issuer) and (b) with respect to the Trustee, the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at [White
Clay Center, Route 273, Newark, Delaware 19711], Attention: Corporate Trust
Administration (facsimile no.[(___) ___-____)].

      ["Credit and Collection Policies" means the credit and collection policies
adopted by the Issuer pursuant to the Credit and Collection Policies Resolution,
as such credit and collection policies may be amended or modified from time to
time.]

      ["Credit and Collection Policies Resolution" means a resolution adopted by
the Issuer on or prior to the Closing Date for the first Series issued by the
Issuer.]

      "Custodian" means [ ].

      "Custody and Control Agreement" means the Custody and Control Agreement,
dated as of [ ], 2004, among the Issuer, the Custodian and the Indenture
Trustee.

      "Date of Processing" means, as to any transaction, the date on which the
transaction is first recorded on the Issuer's computer file of accounts (without
regard to the effective date of such recordation).

      "Dealer" means a Person engaged generally in the business of purchasing
consumer or commercial products from a manufacturer or distributor thereof and
holding such Products for sale or lease in the ordinary course of business or a
Person engaged generally in the business of manufacturing or distributing
Products for sale to Dealers in the ordinary course of business.

      "Debtor Relief Law" means the Bankruptcy Code and all other applicable
liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, readjustment
of debt, marshalling of assets or similar debtor relief laws of the United
States, any state or any foreign country from time to time in effect, affecting
the rights of creditors generally.

      "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

      "Defaulted Receivable" is defined in the First Tier Agreement.

      "Definitive Notes" is defined in Section 2.10.

      "Delivery" means, when used with respect to Trust Account Property:

      (i)   with respect to any such Trust Account Property that constitutes a
Certificated Security, transfer of possession of such Certificated Security to
the Indenture Trustee or its nominee or custodian by physical delivery to the
Indenture Trustee or its nominee or custodian, endorsed to, or registered in the
name of, the Indenture Trustee or its nominee or custodian or endorsed in blank
(and, in the case of delivery to any nominee of or custodian for the Indenture
Trustee, such nominee or custodian shall have acknowledged in writing that it is
holding possession thereof on behalf of and for the Indenture Trustee); and

                                                                Master Indenture

                                       6

<PAGE>

      (ii)  with respect to any such Trust Account Property that constitutes an
Uncertificated Security (including any investments in money market mutual funds,
but excluding any Federal Book-Entry Security), satisfaction of the requirements
for obtaining "control" pursuant to Section 8-106(c)(2) of Article 8 of the UCC.

      "Determination Date" means, unless otherwise specified in any Indenture
Supplement with respect to the related Series, the second Business Day preceding
each Payment Date.

      "DFS Financing Trust" means Distribution Financial Services Floorplan
Master Trust.

      "DFS Financing Trust Termination Date" means the date on which the DFS
Financing Trust is terminated.

      "Discount Factor" is defined in the Second Tier Agreement.

      "Discount Portion" means, with respect to a Receivable, the portion
thereof equal to the product of the Discount Factor and the outstanding
principal balance of such Receivable.

      "Early Amortization Event" means, as to any Series, (a) each event, if
any, specified in the relevant Indenture Supplement as an Early Amortization
Event for that Series and (b) a Trust Early Amortization Event.

      "Early Amortization Period" with respect to a Series, is defined in the
related Indenture Supplement.

      "Eligible Account" is defined in the First Tier Agreement.

      "Eligible Deposit Account" means: (a) a segregated deposit account
maintained with a depository institution or trust company whose short term
unsecured debt obligations, if rated by S&P, are rated A-1+ by S&P and, if rated
by Moody's, are rated P-1 by Moody's, (b) a segregated account which is either
(i) maintained in the corporate trust department of the Indenture Trustee or
(ii) maintained with a depository institution or trust company whose long term
unsecured debt obligations, if rated by S&P, are rated at least BBB by S&P and,
if rated by Moody's, are rated at least Baa3 by Moody's, or (c) a segregated
trust account or similar account maintained with a federally or state chartered
depository institution (i) whose long-term unsecured debt obligations, if rated
by S&P, are rated at least BBB by S&P and, if rated by Moody's, are rated at
least Baa3 by Moody's and (ii) that is subject to federal or state regulations
regarding fiduciary funds on deposit substantially similar to 12 C.F.R.
Section 9.10(b) in effect on the date hereof.

      "Enhancement Agreement" means any agreement, instrument or document
governing the terms of any Series Enhancement or pursuant to which any Series
Enhancement is issued.

      "Entitlement Order" has the meaning assigned thereto in Section 8-102(a)
of Article 8 of the UCC.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

                                                                Master Indenture

                                       7

<PAGE>

      "Event of Default" is defined in Section 5.2.

      "Excess Allocation Series" means a Series that, pursuant to the Indenture
Supplement therefor, is entitled to receive certain excess Collections of
Non-Principal Receivables, as set forth in such Indenture Supplement. If so
specified in the Indenture Supplement for a Group of Series, such Series may be
an Excess Allocation Series only for the Series in such Group.

      "Excess Funding Account" means the account designated as such, established
and owned by the Issuer and maintained in accordance with Section 8.2.

      "Excess Non-Principal Collections" means all amounts, if any, that any
Indenture Supplement designates as "Excess Non-Principal Collections."

      "FDIC" means the Federal Deposit Insurance Corporation.

      "Federal Book-Entry Regulations" means (a) the Federal regulations listed
on Appendix A to Operating Circular No. 7 issued by the Federal Reserve Banks
and (b) the Federal regulations published at 25 C.F.R. Part 350.

      "Federal Book-Entry Security" means a marketable security (a) issued in
electronic form by (i) the United States Government, (ii) the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association or the
Government National Mortgage Association or (iii) any direct obligation of any
other agency or instrumentality of the United States Government that is fully
guaranteed as to timely payment or principal and interest by the United States
of America and (b) that the Federal Reserve Banks have determined is eligible to
be held in an account at a Federal Reserve Bank containing securities of such
type pursuant to the Federal Book-Entry Regulations.

      "Financial Asset" has the meaning assigned thereto in Section 8-102 of
Article 8 of the UCC.

      "Financing Agreement" means any Wholesale Financing Agreement or Asset
Based Lending Financing Agreement.

      "First Tier Agreement" means the Receivables Sale Agreement, dated as of
[___________], 2004, among the Originators and the Transferor.

      "Fitch" means Fitch, Inc., doing business as Fitch Ratings.

      "Floorplan Agreement" means an agreement entered into by an Originator and
a Manufacturer establishing certain terms and conditions for the financing of
such Manufacturer's Dealers by such Originator, which may include such
Manufacturer's agreement, among other matters, to repurchase from, or remarket
for, such Originator Products sold by such Manufacturer to any of its Dealers
and financed by such Originator under a Wholesale Financing Agreement if such
Originator acquires possession of such Products because of a default by such
Dealer under such Wholesale Financing Agreement, whether by repossession,
voluntary surrender or other circumstances.

                                                                Master Indenture

                                       8

<PAGE>

      "Floorplan Business" means the extensions of credit made by an Originator
to Dealers in order to finance Products purchased by Dealers from Manufacturers
for sale or lease by such Dealers.

      "Free Equity Amount" means, on any date of determination, (a) the Note
Trust Principal Balance, minus (b) the aggregate of the Collateral Amounts for
all Series of Notes that are Outstanding.

      "GE Capital" means General Electric Capital Corporation, a Delaware
corporation.

      "Governmental Authority" means any nation or government, any state,
county, city, town, district, board, bureau, office commission, any other
municipality or other political subdivision thereof (including any educational
facility, utility or other Person operated thereby), and any agency, department
or other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

      "Grant" means to create and grant a Lien pursuant to this Indenture, and
other forms of the verb "to Grant" shall have correlative meanings. A Grant with
respect to the Collateral or any other agreement or instrument shall include a
grant of a Lien upon all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the right, upon the
occurrence of a Default and declaration thereof by the party to whom such Grant
is made, to claim for, collect, receive and give receipt for principal and
interest payments in respect of the Collateral and all other amounts payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

      "Group" means, with respect to any Series, the group of Series, if any, in
which the related Indenture Supplement specifies such Series is to be included.

      "Indenture" means this Master Indenture, dated as of [ ], 2004 between the
Issuer and the Indenture Trustee.

      "Indenture Servicer Default" means:

            (a)   failure on the part of the Master Servicer duly to observe or
      perform in any material respect any covenants or agreements of the Master
      Servicer set forth in the Servicing Agreement which has a material adverse
      effect on the Noteholders, which continues unremedied for a period of
      sixty (60) days after the date on which written notice of such failure
      requiring the same to be remedied shall have been given to the Issuer by
      the Indenture Trustee; or the Master Servicer shall assign or delegate its
      duties under the Servicing Agreement except as permitted by the Servicing
      Agreement, and such assignment or delegation continues unremedied for
      fifteen (15) days after the date on which written notice thereof,
      requiring the same to be remedied, shall have been given to the Issuer by
      the Indenture Trustee at the direction of Noteholders of more than
      sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal
      Balance of the Notes; or

                                                                Master Indenture

                                       9

<PAGE>

            (b)   any representation, warranty or certification made by the
      Master Servicer in the Servicing Agreement or in any certificate delivered
      pursuant to the Servicing Agreement shall prove to have been incorrect
      when made, which has a material adverse effect on the rights of the
      Noteholders and which continues to be incorrect in any material respect
      for a period of sixty (60) days after the date on which written notice of
      such failure, requiring the same to be remedied, shall have been given to
      the Issuer by the Indenture Trustee at the direction of Noteholders of
      more than sixty-six and two-thirds percent (66 2/3%) of the Outstanding
      Principal Balance of the Notes.

      "Indenture Supplement" means, with respect to any Series, a supplement to
this Indenture, executed and delivered in connection with the original issuance
of the Notes of such Series pursuant to Section 2.8, and an amendment to this
Indenture executed pursuant to Section 9.1 or Section 9.2, and, in either case,
including all amendments thereof and supplements thereto.

      "Indenture Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as Indenture Trustee under this Indenture, or any successor
Indenture Trustee under this Indenture.

      "Independent" means, with respect to any specified Person, any such Person
who (a) does not have any direct financial interest, or any material indirect
financial interest in any Originator, the Master Servicer, the Transferor, the
Issuer, or any Affiliate of any thereof and (b) is not connected with any
Originator, the Master Servicer, the Transferor, the Issuer, or any Affiliate of
any thereof, as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of any Originator, the Master Servicer,
the Transferor, the Issuer, or any Affiliate of any thereof merely because such
Person is the beneficial owner of one percent (1%) or less of any class of
securities issued by any Originator, the Master Servicer, the Transferor, the
Issuer or any Affiliate thereof, as the case may be.

      "Independent Certificate" means a certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.1 made by an
Independent appraiser or other expert appointed by an Issuer Order, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

      "Initial Account" means each individual revolving credit arrangement
established by an Originator with a Dealer which was identified in an Account
Schedule delivered to the Indenture Trustee on or prior to the Initial Closing
Date. By its execution of this Indenture, the Indenture Trustee acknowledges
receipt of such Account Schedule on or prior to the Initial Closing Date.

      "Initial Closing Date" means [ ], 2004.

      "Insolvency Event" means, with respect to a specified Person: (a) the
commencement by a court having jurisdiction in the premises of an involuntary
action seeking: (i) a decree or order for relief in respect of such Person in a
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law, (ii) the appointment of a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or other similar official
of such Person or (iii)

                                                                Master Indenture

                                       10

<PAGE>

the winding up or liquidation of such Person's affairs, and notwithstanding the
objection by such Person any such action shall have remained undischarged or
unstayed for a period of ninety (90) consecutive days or any order or decree
providing the sought after relief, remedy or other action shall have been
entered; or (b) the commencement by such Person of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or an insolvent, or the consent by it to the entry of a
decree or order for relief in respect of such Person in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or similar official of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or such Person's failure to pay its debts generally as
they become due, or the taking of corporate action by such Person in furtherance
of any such action.

      "Instruments" has the meaning assigned thereto in Section 9-102 of Article
9 of the UCC.

      "Insurance Proceeds" with respect to an Account means any amounts received
pursuant to any policy of insurance which are required to be paid to an
Originator pursuant to a Wholesale Financing Agreement, Accounts Receivable
Financing Agreement or Asset Based Lending Financing Agreement.

      "Investment Company Act" means the Investment Company Act of 1940.

      "Investment Property" has the meaning assigned thereto in Section 9-102 of
Article 9 of the UCC.

      "Issuer" means GE Dealer Floorplan Master Note Trust, a Delaware statutory
trust, until a successor replaces it and, thereafter, means the successor and,
for purposes of any provision contained in this Indenture and required by the
TIA, each other obligor on the Notes.

      "Issuer Order" and "Issuer Request" means a written order or request,
respectively, signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.

      "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale, any lease or title retention agreement, or any financing lease
having substantially the same economic effect as any of the foregoing), and the
filing of, or agreement to give, any financing statement perfecting a security
interest under the UCC or comparable law of any jurisdiction); provided,
however, Permitted Encumbrances shall not constitute a Lien.

      "Manufacturer" means a Person engaged generally in the business of
manufacturing or distributing Products for sale or lease to Dealers in the
ordinary course of business.

                                                                Master Indenture

                                       11

<PAGE>

      "Master Servicer" means GE Capital, in its capacity as the master servicer
under the Servicing Agreement, or any other Person designated as a Successor
Master Servicer pursuant to the Servicing Agreement.

      "Material Originator" means an Originator that is the Originator with
respect to Principal Receivables representing at least [five] percent ([5]%) of
the Outstanding Balance of the Principal Receivables owned by the Issuer.

      "Minimum Free Equity Amount" means, as of any date of determination, the
product of (a) the Note Trust Principal Balance and (b) the highest of the
Minimum Free Equity Percentages specified in the Indenture Supplements effective
on the date of determination.

      "Minimum Free Equity Percentage", with respect to a Series, has the
meaning specified in the related Indenture Supplement.

      "Monthly Period" means as to each Payment Date, the preceding calendar
month, unless otherwise defined with respect to a Series in the related
Indenture Supplement.

      "Moody's" means Moody's Investors Service, Inc.

      "New Issuance" is defined in Section 2.8(a).

      "Non-Principal Collections" means the sum of (a) Collections of interest
and all other non-principal charges (including insurance service fees and
handling fees) on the Receivables, (b) the product of (i) principal payments on
the Receivables and (ii) the Discount Factor, and (c) all Recoveries.

      "Non-Principal Receivables" with respect to any Account means all amounts
billed to the related Dealer in respect of interest and all other non-principal
charges.

      "Non-Principal Shortfalls" is defined, as to any Series, in the related
Indenture Supplement.

      "Note" means one of the notes issued by the Issuer pursuant to this
Indenture and an Indenture Supplement, substantially in the form attached to the
related Indenture Supplement.

      "Note Depository Agreement" means an agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial Clearing
Agency.

      "Note Owner" means, with respect to a Book-Entry Note, the Person who is
the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with the Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of the Clearing Agency).

      "Note Register" has the meaning specified in Section 2.4(a).

      "Note Registrar" has the meaning specified in Section 2.4(a).

                                                                Master Indenture

                                       12

<PAGE>

      "Note Trust Certificate" means a certificate captioned "Note Trust
Certificate", representing a beneficial interest in a portion of the assets held
by the DFS Financing Trust.

      "Note Trust Principal Balance" means, as of any time of determination
falling within or relating to a Monthly Period, the sum of (a) the Aggregate
Principal Receivables at that time and (b) the amount on deposit in the Excess
Funding Account at that time (exclusive of any investment earnings on such
amount).

      "Noteholder" means the Person in whose name a Note is registered on the
Note Register or such other Person deemed to be a "Noteholder" in any related
Indenture Supplement.

      "Notice of Default" is defined in Section 5.2(c).

      "Officer's Certificate" means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person.

      "Opinion of Counsel" means a written opinion of counsel (who may, except
as otherwise expressly provided in this Indenture, be an employee of or counsel
to the Issuer or an Affiliate of the Issuer), which counsel and opinion shall be
reasonably acceptable to the Indenture Trustee.

      "Originator Guaranty" means the Originator Performance Guaranty dated as
of [ ], 2004 made by GE Capital.

      "Originators" means the Persons from time to time party to the First Tier
Agreement as "Sellers". As of the Initial Closing Date, the only Originators are
GE Commercial Distribution Finance Corporation and Transamerica Commercial
Finance Corporation.

      "Other Assets" is defined in Section 10.18.

      "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

            (a)   Notes theretofore canceled by the Note Registrar or delivered
      to the Note Registrar for cancellation;

            (b)   Notes or portions thereof the payment for which funds in the
      necessary amount have been theretofore deposited with the Indenture
      Trustee or any Paying Agent in trust for the Noteholders (provided,
      however, that if such Notes are to be redeemed, notice of such redemption
      has been duly given pursuant to this Indenture); and

            (c)   Notes in exchange for or in lieu of other Notes that have been
      authenticated and delivered pursuant to this Indenture unless proof
      satisfactory to the Indenture Trustee is presented that any such Notes are
      held by a Protected Purchaser;

provided, that in determining whether the Noteholders of the requisite
Outstanding Principal Balance of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Related Document, Notes owned by the Issuer or any Affiliate thereof shall be
disregarded and deemed not to be Outstanding, except that, in determining

                                                                Master Indenture

                                       13

<PAGE>

whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that a Responsible Officer of the Indenture Trustee actually knows to be so
owned shall be so disregarded. Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Issuer or any Affiliate thereof.

      "Outstanding Balance" means, with respect to any Principal Receivable, the
outstanding amount of such Principal Receivable; provided, that the Outstanding
Balance of a Defaulted Receivable shall equal zero.

      "Outstanding Principal Balance" means the aggregate principal amount of
all Notes which are Outstanding at the date of determination.

      "Participation Agreement" is defined in the First Tier Agreement.

      "Participation Interest" is defined in the First Tier Agreement.

      "Paying Agent" means with respect to the Notes, initially the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to
make the payments from the Trust Accounts, including payment of principal of or
interest on the Notes on behalf of the Issuer; provided, that if the Indenture
Supplement for a Series so provides, a separate or additional Paying Agent may
be appointed with respect to such Series.

      "Payment Date" means, with respect to any Series, the date specified as
such in the related Indenture Supplement.

      "Permitted Encumbrances" means the following: (a) Liens for taxes or
assessments or other governmental charges not yet due and payable; (b) inchoate
and unperfected workers', mechanics', suppliers' or similar Liens arising in the
ordinary course of business; (c) presently existing or hereinafter created Liens
in favor of, or created by, Issuer; (d) any Lien created or permitted by any
Related Document; (e) any Lien created by any Participation Agreement; and (f)
any security interests in Products or Accounts Receivable that are subordinate
to the security interests securing the related Receivables.

      "Permitted Investments" means one or more of the following:

            (a)   obligations of, or guaranteed as to the full and timely
      payment of principal and interest by, the United States or obligations of
      any agency or instrumentality thereof, when such obligations are backed by
      the full faith and credit of the United States;

            (b)   repurchase agreements on obligations specified in clause (a);
      provided, that the short-term debt obligations of the party agreeing to
      repurchase are rated on the date of acquisition by at least one rating
      agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by
      Moody's, are rated P-1 by Moody's;

                                                                Master Indenture

                                       14

<PAGE>

            (c)   federal funds, certificates of deposit, time deposits and
      bankers' acceptances (which shall each have an original maturity of not
      more than 90 days or, in the case of bankers' acceptances, shall in no
      event have an original maturity of more than 365 days) of any United
      States depository institution or trust company incorporated under the laws
      of the United States or any State thereof or of any United States branch
      or agency of a foreign commercial bank; provided, that the short-term debt
      obligations of such depository institution or trust company are rated on
      the date of acquisition by at least one rating agency and, if rated by
      S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by
      Moody's;

            (d)   commercial paper (having original maturities of not more than
      30 days) which on the date of acquisition are rated by at least one rating
      agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by
      Moody's, are rated P-1 by Moody's;

            (e)   securities of money market funds rated on the date of
      acquisition by at least one rating agency and, if rated by S&P, are rated
      A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's; and

            (f)   any other investment permitted by each of the rating agencies
      as set forth in writing delivered to the Indenture Trustee; provided, that
      investments described in clauses (e) and (f) shall be made only if there
      shall have been delivered to the Indenture Trustee an Opinion of Counsel
      to the effect that making such investments will not require the Issuer to
      register as an investment company under the Investment Company Act [or
      impair the Issuer's status as a qualifying special purpose entity under
      Statement of Accounting Standards No. 140].

      "Person" means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust including a business trust,
association, corporation, limited liability company, institution, public benefit
corporation, joint stock company, Governmental Authority or any other entity of
whatever nature.

      "Predecessor Note" means, with respect to any particular Note in a Series,
every previous Note in such Series evidencing all or a portion of the same debt
as that evidenced by such particular Note, and, for the purpose of this
definition, any Note in a Series authenticated and delivered under Section 2.5
in lieu of a mutilated, lost, destroyed or stolen Note in such Series shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.

      "Principal Collections" means Collections under the Receivables other than
Non-Principal Collections. Amounts paid by an Originator pursuant to Section 2.5
of the First Tier Agreement shall be deemed to be Principal Collections. To the
extent not duplicative of the preceding sentence, amounts paid by Transferor
pursuant to Section 2.5 of the Second Tier Agreement shall be deemed to be
Principal Collections. Amounts paid by Transferor pursuant to Section 6.1(e) of
the Second Tier Agreement shall be deemed to be Principal Collections to the
extent that they represent the purchase price of Principal Receivables. Amounts
paid by the Master Servicer pursuant to Section 2.6 of the Servicing Agreement
shall be deemed to be Principal Collections.

                                                                Master Indenture

                                       15

<PAGE>

      "Principal Receivable" with respect to an Account means amounts shown on
the Issuer's records as Receivables (other than such amounts which represent
Non-Principal Receivables and Discount Portions) payable by the related Dealer.

      "Principal Sharing Series" means a Series that, pursuant to the Indenture
Supplement therefor, is entitled to receive Shared Principal Collections.

      "Principal Shortfalls" is defined, as to any Series, in the related
Indenture Supplement.

      "Principal Terms" means, with respect to any Series, the following
information related thereto, not all of which will necessarily apply to each
Series: (a) the name or designation and Closing Date for such Series; (b) the
initial principal amount of each Class of Notes (or method for calculating such
amount) and the Collateral Amount; (c) the note interest rate for each Class of
Notes of such Series (or method for the determination thereof); (d) the payment
date or dates and the date or dates from which interest shall accrue; (e) the
method for allocating Collections to Noteholders of such Series; (f) the
designation of any Series Accounts and the terms governing the operation of any
such Series Accounts; (g) the Series Servicing Fee Percentage; (h) the terms of
any form of Series Enhancement with respect thereto; (i) the terms, if any, on
which the Notes of such Series may be exchanged for Notes of another Series,
repurchased by the Transferor or remarketed to other investors; (j) the Series
Maturity Date; (k) the number of Classes of Notes of such Series and, if more
than one Class, the rights and priorities of each such Class; (l) the extent to
which the Notes of such Series will be issuable in temporary or permanent global
form (and, in such case, the depositary for such global note or notes, the terms
and conditions, if any, upon which such global note or notes may be exchanged,
in whole or in part, for Definitive Notes, and the manner in which any interest
payable on a temporary or global note will be paid); (m) whether the Notes of
such Series may be issued in bearer form and any limitations imposed thereon;
(n) the priority of such Series with respect to any other Series; (o) whether
such Series will be part of a Group; (p) whether such Series will be a Principal
Sharing Series; (q) whether such Series will be an Excess Allocation Series; (r)
the applicable Payment Dates; (s) the legal final maturity date on which the
rights of the Noteholders of such Series to receive payments from the Issuer
will terminate; and (t) whether such Series will or may act as a paired series
with another existing Series and the Series, with which it will be paired, if
applicable.

      "Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

      "Products" means the commercial and consumer goods financed by an
Originator for Dealers.

      "Protected Purchaser" has the meaning set forth in Section 8-303 of the
UCC.

      "Rating Agency" means, as to each Series, the Persons, if any, specified
as such in the related Indenture Supplement.

      "Rating Agency Condition" means, with respect to any action, that each
Rating Agency, if any, shall have notified the Issuer that such action will not
result in a reduction or withdrawal

                                                                Master Indenture

                                       16

<PAGE>

of the rating, if any, of any Notes that are Outstanding with respect to which
it is a Rating Agency.

      "Receivable" means, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of advances
made by an Originator to or on behalf of such Dealer in connection with the
Floorplan Business, the Accounts Receivable Business, or the Asset Based Lending
Business, as the case may be, [together with the group of writings evidencing
such amounts and the security interest created in connection therewith and all
of the rights, remedies, powers and privileges thereunder (including under the
related Financing Agreement)]; provided, that if a Participation Interest has
been created in respect of such Account, whether before or after that Account
has been designated as an Account, the amounts so payable by the related Dealer
that are allocable to such Participation Interest shall not be part of the
"Receivables" in respect of such Account. A Receivable that, prior to its
transfer to the Transferor, was subject to a participation from an Originator in
favor of another Originator shall be considered a Receivable.

      "Record Date" means, with respect to a Payment Date, unless otherwise
specified for a Series in the Indenture Supplement for such Series, the close of
business on the last Business Day of the calendar month immediately preceding
such Payment Date.

      "Records" means, with respect to any Receivable, all Financing Agreements
and other documents, books, records and other information (including computer
programs, tapes, disks, data processing software and related property and
rights) relating to such Receivable and the related Dealer.

      "Recoveries" on any Determination Date means all amounts received,
including Insurance Proceeds, during the Monthly Period immediately preceding
such Determination Date with respect to Receivables which have previously become
Defaulted Receivables.

      "Redemption Date" means, with respect to any Series, the date or dates
specified as such in this Indenture or the related Indenture Supplement.

      "Redemption Price" means, with respect to any Series, the price specified
as such in the Indenture Supplement.

      "Related Documents" means the First Tier Agreement, the Second Tier
Agreement, the Servicing Agreement, the Administration Agreement, the Notes, the
Trust Agreement, this Indenture, any Indenture Supplement, the Note Trust
Certificate, the Custody and Control Agreement, the Originator Guaranty, and
including all other pledges, powers of attorney, consents, assignments,
contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Person, or any employee of any Person,
and delivered in connection with any of the foregoing. Any reference in the
foregoing documents to a Related Document shall include all Annexes, Exhibits
and Schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to such Related Documents as the same may
be in effect at any and all times such reference becomes operative.

      "Removed Accounts" is defined in the First Tier Agreement.

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<PAGE>

      "Required Principal Balance" means, as of any date of determination, the
sum of the numerators used at such date to calculate the Allocation Percentages
with respect to Principal Collections for all Series outstanding on such date,
less the amount on deposit in the Excess Funding Account as of the date of
determination.

      "Responsible Officer" means:

            (a) with respect to the Issuer, any officer of the Administrator;

            (b) with respect to the Indenture Trustee, any officer assigned to
      the Corporate Trust Office, including any vice president, assistant vice
      president, assistant treasurer, or any other officer of the Indenture
      Trustee customarily performing functions similar to those performed by any
      of the above designated officers and having direct responsibility for the
      administration of the applicable Related Documents, and also, with respect
      to a particular matter, any other officer, to whom such matter is referred
      because of such officer's knowledge of and familiarity with the particular
      subject;

            (c) with respect to the Trustee, any officer within the Corporate
      Trust Office of the Trustee with direct responsibility for the
      administration of the Issuer, or any other officer to whom such matter is
      referred because of such officer's knowledge of and familiarity with the
      particular subject; and

            (d) with respect to any Person other than the Issuer, the Indenture
      Trustee or the Trustee, an officer or employee of such Person
      corresponding to any officer or employee described in clause (c) above.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

      "Second Tier Agreement" means the Receivables Purchase and Contribution
Agreement dated as of [ ], 2004 between the Transferor and the Issuer.

      "Securities Account" has the meaning assigned thereto in Section 8-501(a)
of Article 8 of the UCC.

      "Securities Act" means the provisions of the Securities Act of 1933, 15
U.S.C. Sections 77a et seq., and any regulations promulgated thereunder.

      "Securities Entitlement" has the meaning assigned thereto in Section 8-102
of Article 8 of the UCC.

      "Securities Exchange Act" means the provisions of the Securities Exchange
Act of 1934 15 U.S.C. Sections 78a et seq., and any regulations promulgated
thereunder.

      "Securities Intermediary" is defined in Section 8-102 of Article 8 of the
UCC.

      "Series" means any series of Notes, which may include within any such
Series a Class or Classes of Notes subordinate to another such Class or Classes
of Notes of the same Series.

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<PAGE>

      "Series Account" means any deposit, trust, escrow or similar account
maintained for the benefit of the Noteholders of any Series or Class, as
specified in any Indenture Supplement.

      "Series Enhancement" means the rights and benefits provided to the Issuer
or the Noteholders of any Series or Class pursuant to any letter of credit,
surety bond, cash collateral account, collateral interest, spread account,
reserve account, cash collateral guaranty, insurance policy, tax protection
agreement, interest rate swap agreement, interest rate cap agreement or other
similar arrangement. The subordination of any Series or Class to another Series
or Class shall be deemed to be a Series Enhancement.

      "Series Enhancer" means the Person or Persons providing any Series
Enhancement, other than (except to the extent otherwise provided with respect to
any Series in the Indenture Supplement for such Series) any account or deposits
therein or the Noteholders of any Series or Class which is subordinated to
another Series or Class.

      "Series Maturity Date" means, with respect to any Series, the date
specified as such in the Indenture Supplement for such Series.

      "Series Servicing Fee Percentage" is defined, as to any Series, in the
related Indenture Supplement.

      "Servicer Default" is defined in Section 5.1 of the Servicing Agreement.

      "Servicing Agreement" means the Servicing Agreement dated as of
[__________], 2004, between the Master Servicer and the Issuer.

      "Shared Principal Collections" means all amounts that any Indenture
Supplement designates as "Shared Principal Collections."

      "STAMP" is defined is Section 2.4(d).

      "State" means any one of the 50 states of the United States of America or
the District of Columbia.

      "Sub-Servicer" means any Person with whom the Master Servicer enters into
a Sub-Servicing Agreement.

      "Sub-Servicing Agreement" means any written contract entered into between
the Master Servicer and any Sub-Servicer relating to the servicing,
administration or collection of the Transferred Receivables.

      "Subsidiary" means, with respect to any Person, any corporation or other
entity (a) of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such Person or (b) that is directly or indirectly controlled by such Person
within the meaning of control under Section 15 of the Securities Act.

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<PAGE>

      "Successor Master Servicer" means a successor to the initial Master
Servicer as appointed under the Servicing Agreement.

      "Tax Opinion" means, with respect to any action, an Opinion of Counsel to
the effect that, for Federal income tax purposes, (a) such action will not
adversely affect the tax characterization as debt of Notes of any outstanding
Class with respect to which an Opinion of Counsel was delivered at the time of
their issuance that such Notes would be characterized as debt, (b) such actions
will not cause the Issuer to be classified as an association (or publicly traded
partnership) taxable as a corporation, (c) such action will not cause or
constitute an event in which gain or loss would be recognized by any Noteholder
and (d) and with respect to a New Issuance, unless otherwise specified in the
related Indenture Supplement, the Notes of the new Series will be treated as
debt.

      "TIA" or the "Trust Indenture Act" means the Trust Indenture Act of 1939,
as in force on the date of this Indenture unless otherwise specifically
provided.

      "Transfer Date" means the Business Day preceding each Payment Date.

      "Transferor" means CDF Funding, Inc.

      "Transferor Interest" means the interest of the Transferor or its assigns
in the Issuer and the Receivables, which entitles the Transferor or its assigns
to receive the various amounts specified in the Related Documents to be paid or
transferred to the holder(s) of the Transferor Interest.

      "Transferor Percentage" means as to Non-Principal Receivables, Defaulted
Receivables and Principal Receivables, one hundred percent (100%) less the sum
of the applicable Allocation Percentages for all outstanding Series.

      "Transferred Receivable" means a Receivable that has been transferred by
the Transferor to the Issuer under the Second Tier Agreement.

      "Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code. References to specific provisions of
proposed or temporary regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.

      "Trust Account" is defined in Section 8.2.

      "Trust Account Property" means the Trust Accounts, all amounts, Financial
Assets, Investment Property and other investments or other property held from
time to time in or credited to any Trust Account and all proceeds of the
foregoing.

      "Trust Agreement" means the Amended and Restated Trust Agreement relating
to the Issuer, dated as of [ ], 2004 between the Transferor and the Trustee.

      "Trust Early Amortization Event" is defined in Section 5.1.

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                                       20

<PAGE>

      "Trust Estate" means all right, title and interest of the Issuer in and to
the property and rights assigned to the Issuer pursuant to the Second Tier
Agreement, all monies, investment property, instruments and other property on
deposit from time to time in a Trust Account and all other property of the
Issuer from time to time, including any rights of the Trustee and the Issuer
pursuant to the Related Documents.

      "Trustee" means The Bank of New York (Delaware), not in its individual
capacity but solely in its capacity as Trustee under the Trust Agreement, its
successors in interest and any successor Trustee under the Trust Agreement.

      "Uncertificated Security" has the meaning assigned thereto in Section
8-102 of Article 8 of the UCC.

      "UCC" means, unless the context otherwise requires, the Uniform Commercial
Code as in effect in the relevant jurisdiction.

      "Variable Funding Note" means any Note that is designated as a variable
funding note in the related Indenture Supplement.

      "Wholesale Financing Agreement" means a wholesale financing agreement
entered into by an Originator and a Dealer in order to finance Products
purchased by such Dealer from a Manufacturer.

                                                                Master Indenture

                                       21

<PAGE>

      SECTION 1.2. Other Interpretive Matters. All terms defined directly or by
reference in this Indenture shall have the defined meanings when used in any
certificate or other document delivered pursuant hereto unless otherwise defined
therein. For purposes of this Indenture and all such certificates and other
documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined herein and accounting terms partly defined herein to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; and unless otherwise provided,
references to any month, quarter or year refer to a calendar month, quarter or
year; (b) unless defined in this Indenture or the context otherwise requires,
capitalized terms used in this Indenture which are defined in the UCC shall have
the meaning given such term in the UCC; (c) any reference to each rating agency
shall only apply to any specific rating agency if such rating agency is then
rating any outstanding Series; (d) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day; (e) the words "hereof," "herein" and "hereunder" and words of similar
import refer to this Indenture (or the certificate or other document in which
they are used) as a whole and not to any particular provision of this Indenture
(or the certificate or other document in which reference is made); (f)
references to any Section, Schedule or Exhibit are references to Sections,
Schedules and Exhibits in or to this Indenture, and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (g) the term "including" means "including without limitation"; (h)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (i) references to
any agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of such agreement are waived or modified in
accordance with its terms; and (j) references to any Person include that
Person's successors and permitted assigns.

      SECTION 1.3. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following terms, where used in the TIA
shall have the following meanings for the purposes hereof:

      "indenture securities" means the Notes.

      "indenture security holder" means a Noteholder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

      "obligor" on the indenture securities means the Issuer.

      All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meanings assigned to them by such definitions.

                                                                Master Indenture

                                       22

<PAGE>

                                   ARTICLE II
                                    THE NOTES

      SECTION 2.1. Form. With respect to any Series, the Notes related thereto,
together with the Indenture Trustee's certificate of authentication, shall be in
substantially the form of an exhibit to the Indenture Supplement for such
Series, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or such Indenture
Supplement, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution of such Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

      The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Persons executing such Notes, as evidenced by
their execution of such Notes.

      Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in an exhibit to the related Indenture Supplement are part of
the terms of this Indenture.

      Except as otherwise specified in the related Indenture Supplement, the
Notes of each Series shall be issuable only in registered form and only in
minimum denominations of at least one thousand dollars ($1,000); provided, that
the foregoing shall not restrict or prevent the registration or transfer in
accordance with Section 2.4 of any Note having an Outstanding Principal Balance
of other than an integral multiple of one thousand dollars ($1,000), or the
issuance of a single Note of each Class with a denomination less than one
thousand dollars ($1,000).

      SECTION 2.2. Execution, Authentication and Delivery.

            (a) Each Note shall be executed by manual or facsimile signature on
      behalf of the Issuer by any of its Authorized Officers.

            (b) Notes bearing the manual or facsimile signature of an individual
      who was at the time of signature an Authorized Officer of the Issuer shall
      bind the Issuer, notwithstanding that such individual has ceased to hold
      such office prior to the authentication and delivery of such Notes or did
      not hold such office at the date of such Notes.

            (c) No Note shall be entitled to any benefit under this Indenture or
      the related Indenture Supplement or be valid or obligatory for any
      purpose, unless there appears on such Note a certificate of authentication
      substantially in the form provided for herein or in the related Indenture
      Supplement executed by the Indenture Trustee by the manual signature of
      one of its authorized signatories, and such certificate of authentication
      shall be conclusive evidence, and the only evidence, that such Note has
      been duly authenticated and delivered hereunder.

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                                       23

<PAGE>

            (d) From time to time when permitted hereunder, the Issuer shall
      execute and deliver Notes to the Indenture Trustee for authentication
      together with an Issuer Request to the Trustee directing the
      authentication and delivery of such Notes and thereupon the same shall be
      authenticated and delivered by the Indenture Trustee in accordance with
      such Issuer Request.

      SECTION 2.3. Temporary Notes. Pending the preparation of Definitive Notes,
when permitted hereunder, the Issuer shall execute, and upon receipt of an
Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary
Notes of the tenor of the Definitive Notes in lieu of which they are issued and
with such variations not inconsistent with this Indenture as the Issuer may
determine, as evidenced by its execution of such Notes.

      If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture and the applicable Indenture
Supplement as if they were Definitive Notes.

      SECTION 2.4. Registration; Registration of Transfer and Exchange.

            (a) The Issuer shall cause to be kept a register (the "Note
      Register") in which, subject to such reasonable regulations as it may
      prescribe, the Issuer shall provide for the registration of Notes and the
      registration of transfers of Notes. The Issuer hereby appoints the
      Indenture Trustee as registrar (in such capacity, the "Note Registrar")
      for the purpose of registering Notes and transfers of Notes as herein
      provided and the Indenture Trustee hereby accepts such appointment. Upon
      any resignation of any Note Registrar, the Issuer shall promptly appoint a
      successor or, if it cannot make such an appointment, the Issuer shall
      assume the duties of Note Registrar.

            If a Person other than the Indenture Trustee is appointed by the
      Issuer as the Note Registrar, the Issuer will give the Indenture Trustee
      prompt written notice of the appointment of such Note Registrar and of the
      location, and any change in the location, of the Note Register. The
      Indenture Trustee shall have the right to inspect the Note Register at all
      reasonable times, to obtain copies thereof and to rely upon a certificate
      executed on behalf of the Note Registrar by an officer thereof as to the
      names and addresses of the Noteholders and the principal amounts and
      number of such Notes.

            (b) Subject to Section 2.4(a), upon surrender for registration of
      transfer of any Note at the Corporate Trust Office of the Indenture
      Trustee to be maintained as provided in Section 3.2, if the requirements
      of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the
      Indenture Trustee shall authenticate and the Noteholder shall obtain from
      the Indenture Trustee, in the name of the designated transferee or
      transferees, one or more new Notes of the same Series and Class in any
      authorized denominations of a like

                                                                Master Indenture

                                       24

<PAGE>

      aggregate principal amount. At the option of a Noteholder, its Notes may
      be exchanged for other new Notes of the same Series or Class in any
      authorized denominations of a like aggregate principal amount, upon
      surrender of the Notes to be exchanged at such office or agency. Whenever
      any Notes are so surrendered for exchange, if the requirements of Section
      8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture
      Trustee shall authenticate and the Noteholder shall obtain from the
      Indenture Trustee, the Notes that the Noteholder making the exchange is
      entitled to receive. The Indenture Trustee shall make a notation on any
      such new Note of the amount of principal, if any, that has been paid on
      such Note.

            (c) All Notes issued upon any registration of transfer or exchange
      of Notes shall be the valid obligations of the Issuer, evidencing the same
      debt and entitled to the same benefits under this Indenture and the
      related Indenture Supplement as the Notes surrendered upon such
      registration of transfer or exchange.

            (d) Every Note presented or surrendered for registration of transfer
      or exchange shall (if so required by the Issuer or the Indenture Trustee)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in form satisfactory to the Issuer and the Indenture Trustee duly executed
      by, the Noteholder thereof or such Noteholder's attorney duly authorized
      in writing, with such signature guaranteed by an "eligible guarantor
      institution" meeting the requirements of the Note Registrar, which
      requirements include membership or participation in the Securities
      Transfer Agent's Medallion Program ("STAMP") or such other "signature
      guarantee program" as may be determined by the Note Registrar in addition
      to, or in substitution for, STAMP, all in accordance with the Securities
      Exchange Act.

            (e) By acquiring a Note, each purchaser and transferee shall be
      deemed to represent and warrant that either (i) it is not acquiring the
      Note with the plan assets of a Benefit Plan or (ii) the acquisition and
      holding of the Note will not give rise to a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code (or, in
      the case of a governmental plan, any substantially similar law).

            (f) The registration of transfer of any Note shall be subject to the
      additional requirements, if any, set forth in the Indenture Supplement
      related to such Note.

            (g) No service charge shall be made to a Noteholder for any
      registration of transfer or exchange of Notes, but the Issuer or the
      Indenture Trustee may require the payment by such Noteholder of a sum
      sufficient to cover any tax or other governmental charge that may be
      imposed in connection with any registration of transfer or exchange of
      Notes, other than exchanges pursuant to Section 2.3 or 9.5.

            (h) If and so long as any Series of Notes are listed on the
      Luxembourg Stock Exchange and such exchange shall so require, the Issuer
      shall appoint a co-transfer agent and co-registrar in Luxembourg or
      another European city. Any reference in this Indenture to Note Registrar
      shall include any co-transfer agent and co-registrar unless the context
      otherwise requires. The Indenture Trustee will enter into any appropriate
      agency

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                                       25

<PAGE>

      agreement with any co-transfer agent and co-registrar not a party to this
      Indenture, which will implement the provisions of this Indenture that
      relate to such agent.

      SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes.

            (a) If: (i) any mutilated Note is surrendered to the Indenture
      Trustee, or the Indenture Trustee receives evidence to its satisfaction of
      the destruction, loss or theft of any Note, and (ii) there is delivered to
      the Indenture Trustee such security or indemnity as may be required by the
      Indenture Trustee and the Issuer to hold the Indenture Trustee and the
      Issuer, respectively, harmless, then, in the absence of notice to the
      Issuer, the Note Registrar or the Indenture Trustee that such Note has
      been acquired by a Protected Purchaser, and provided, that the
      requirements of Section 8-405 of the UCC are met, the Issuer shall
      execute, and upon its request the Indenture Trustee shall authenticate and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Note, a replacement Note of the same Class, Series and principal
      amount and bearing a number not contemporaneously outstanding; provided,
      however, that if any such destroyed, lost or stolen Note, but not a
      mutilated Note, shall have become, or within seven days shall be, due and
      payable, or shall have been called for redemption, instead of issuing a
      replacement Note, the Issuer may pay such destroyed, lost or stolen Note
      when so due or payable or upon the Redemption Date without surrender
      thereof. If, after the delivery of such replacement Note (or payment of a
      destroyed, lost or stolen Note pursuant to the proviso to the preceding
      sentence), a Protected Purchaser of the original Note in lieu of which
      such replacement Note was issued presents for payment such original Note,
      the Issuer and the Indenture Trustee shall be entitled to recover such
      replacement Note (or such payment) from the Person to whom it was
      delivered or any Person taking such replacement Note from such Person to
      whom such replacement Note was delivered (or payment made) or any assignee
      of such Person, except a Protected Purchaser, and shall be entitled to
      recover upon the security or indemnity provided therefor to the extent of
      any loss, damage, cost or expense incurred by the Issuer or the Indenture
      Trustee in connection therewith.

            (b) Upon the issuance of any replacement Note under this Section,
      the Issuer or the Indenture Trustee shall require the payment by such
      Noteholder of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other reasonable
      expenses (including the fees and expenses of the Indenture Trustee)
      connected therewith.

            (c) Every replacement Note issued pursuant to this Section in
      replacement of any mutilated, destroyed, lost or stolen Note shall
      constitute an original additional contractual obligation of the Issuer,
      whether or not the mutilated, destroyed, lost or stolen Note shall be at
      any time enforceable by anyone, and shall be entitled to all the benefits
      of this Indenture equally and proportionately with any and all other Notes
      of the same Class and Series duly issued hereunder.

            (d) The provisions of this Section are exclusive and shall preclude
      (to the extent lawful) all other rights and remedies with respect to the
      replacement or payment of mutilated, destroyed, lost or stolen Notes.

                                                                Master Indenture

                                       26

<PAGE>

      SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payment on such Note pursuant to the terms of
the applicable Indenture Supplement and for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Issuer, the Indenture
Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected
by notice to the contrary.

      SECTION 2.7. Payment of Principal and Interest; Defaulted Interest.

            (a) Any installment of interest or principal, if any, payable on any
      Note that is punctually paid or duly provided for by the Issuer on the
      applicable Payment Date shall be paid to the Person in whose name such
      Note (or one or more Predecessor Notes) is registered on the Record Date
      by check mailed first-class, postage prepaid, to such Person's address as
      it appears on the Note Register on such Record Date unless otherwise
      specified in the applicable Indenture Supplement. However, with respect to
      Notes registered on the Record Date in the name of the nominee of the
      Clearing Agency (initially, such nominee to be Cede & Co.), payment will
      be made by wire transfer in immediately available funds to the account
      designated by such nominee. Notwithstanding the above, the final
      installment of principal payable with respect to such Note (and except for
      the Redemption Price for any Note called for redemption pursuant to
      Section 2.17) shall be payable as provided in clause (b)(ii). The funds
      represented by any such checks returned undelivered shall be held in
      accordance with Section 6.16.

            (b) (i) The principal of each Note shall be payable in installments
      on each applicable Payment Date in an amount set forth in the related
      Indenture Supplement, for such Payment Date.

                  (ii) Notwithstanding the foregoing, the entire Outstanding
            Principal Balance of any affected Series shall be due and payable
            on: (A) the date on which an Event of Default described in paragraph
            (a), (b) or (c) of Section 5.2 shall have occurred and be continuing
            with respect to such Series if the Indenture Trustee or the
            Noteholders representing not less than a majority of the Outstanding
            Principal Balance of the Notes of such Series have declared the
            Notes to be immediately due and payable in the manner provided in
            Section 5.3, (B) the date on which an Event of Default described in
            paragraph (d) of Section 5.2 shall have occurred and be continuing
            and (C) if the Notes in any Series remain Outstanding, the Series
            Maturity Date for such Series.

                  (iii) The Issuer shall notify the Indenture Trustee, and the
            Indenture Trustee shall subsequently notify the Person in whose name
            a Note is registered at the close of business on the Record Date
            preceding the Payment Date, of the date on which the Issuer expects
            that the final installment of principal of and interest on such Note
            will be paid. Such notice shall be mailed no later than the fifth
            day of the calendar month for such final Payment Date and shall
            specify that such final installment will be payable only upon
            presentation and surrender of such

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<PAGE>

            Note and shall specify the place where such Note may be presented
            and surrendered for payment of such installment.

            (c) All reductions in the principal amount of a Note effected by
      payments of installments of principal made on any Payment Date shall be
      binding upon all Noteholders of such Note and of any Note issued upon the
      registration of transfer thereof or in exchange therefor or in lieu
      thereof, whether or not such payment is noted on such Note. All payments
      on the Notes shall be made without any requirement of presentment but each
      Noteholder of any Note shall be deemed to agree, by its acceptance of the
      same, to surrender such Note at the Corporate Trust Office against payment
      of the final installment of principal of such Note.

      SECTION 2.8. New Issuances.

            (a) Pursuant to one or more Indenture Supplements, the Issuer may
      issue one or more new Series of Notes (a "New Issuance"). The Notes of all
      outstanding Series shall be equally and ratably entitled as provided
      herein to the benefits of this Indenture without preference, priority or
      distinction, all in accordance with the terms and provisions of this
      Indenture and the related Indenture Supplement except, with respect to any
      Series or Class, as provided in the Indenture Supplement related to such
      Series. Interest on and principal of the Notes of each outstanding Series
      shall be paid as specified in the Indenture Supplement relating to such
      outstanding Series. If a conflict exists between the terms and provisions
      of this Indenture and any Indenture Supplement, the terms and provisions
      of the Indenture Supplement shall be controlling with respect to the
      related Series.

            (b) On or before the Closing Date relating to any New Issuance, the
      parties hereto will execute and deliver an Indenture Supplement which will
      specify the Principal Terms of the new Series to be issued. The terms of
      such Indenture Supplement may modify or amend the terms of this Indenture
      solely as applied to such new Series. The obligation of the Issuer to
      execute the Notes of any Series and of the Indenture Trustee to
      authenticate such Notes (other than the Series issued on or about the
      Initial Closing Date) and to execute and deliver the related Indenture
      Supplement is subject to the satisfaction of the following conditions:

                  (i) on or before the fifth Business Day immediately preceding
            the applicable Closing Date (unless a shorter period shall be
            acceptable to the Indenture Trustee and each applicable Rating
            Agency), the Issuer shall have given the Indenture Trustee and each
            Rating Agency notice (unless such notice requirement is otherwise
            waived) of such New Issuance and the Closing Date;

                  (ii) the Issuer shall have delivered to the Indenture Trustee
            any related Indenture Supplement, in form satisfactory to the Issuer
            and the Indenture Trustee, executed by each party hereto;

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<PAGE>

                  (iii) the Issuer shall have delivered to the Indenture Trustee
            any Enhancement Agreement to be entered into in connection with such
            New Issuance executed by the Series Enhancer;

                  (iv) the Rating Agency Condition shall have been satisfied
            with respect to such issuance;

                  (v) such New Issuance will not have an Adverse Effect as of
            the applicable Closing Date and after giving effect to such New
            Issuance, and the Transferor shall have delivered an Officer's
            Certificate to the effect that based upon the facts known to the
            officer or manager executing such Officer's Certificate, the New
            Issuance will not have an Adverse Effect as of the applicable
            Closing Date and after giving effect to such New Issuance;

                  (vi) the Free Equity Amount shall not be less than the Minimum
            Free Equity Amount as of the applicable Closing Date after giving
            effect to such New Issuance;

                  (vii) the Note Trust Principal Balance shall not be less than
            the Required Principal Balance as of the applicable Closing Date
            after giving effect to such New Issuance; and

                  (viii) the Issuer shall have delivered to the Indenture
            Trustee (with a copy to each Rating Agency) a Tax Opinion, dated the
            Closing Date with respect to such issuance.

            (c) Upon satisfaction of the above conditions, pursuant to Section
      2.2, the Issuer, shall execute and the Indenture Trustee shall, upon
      receipt of an Issuer Request, authenticate and deliver the Notes of such
      Series as provided in this Indenture and the applicable Indenture
      Supplement.

      SECTION 2.9. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly canceled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder that the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section except as expressly permitted by this Indenture. All
canceled Notes may be held or disposed of by the Indenture Trustee in accordance
with its standard retention or disposal policy as in effect at the time unless
the Issuer shall direct by an Issuer Order that they be returned to it;
provided, that such Notes have not been previously disposed of by the Indenture
Trustee.

      SECTION 2.10. Book-Entry Notes. Unless otherwise provided in any related
Indenture Supplement, the Notes of each Series and Class, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes to be delivered to the depository specified in such Indenture
Supplement which shall be the Clearing Agency or its custodian, by or on behalf
of the Issuer. The Notes of each Series and Class shall, unless otherwise
provided in

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<PAGE>

the related Indenture Supplement, initially be registered in the Note Register
in the name of the nominee of the Clearing Agency for such Book-Entry Notes and
shall be delivered to the Indenture Trustee or, pursuant to such Clearing
Agency's instructions, held by the Indenture Trustee's agent as custodian for
the Clearing Agency.

      Unless and until definitive fully registered Notes (the "Definitive
Notes") are issued under the circumstances described in Section 2.12 or any
applicable Indenture Supplement, no Note Owner shall be entitled to receive a
Definitive Note representing such Note Owner's interest in such Note. Unless and
until Definitive Notes have been issued to the Note Owners pursuant to Section
2.12 or any applicable Indenture Supplement:

                  (i) the provisions of this Section shall be in full force and
            effect with respect to each such Series;

                  (ii) the Issuer, the Note Registrar and the Indenture Trustee,
            and their officers, directors, manager, employees and agents may
            deal with the Clearing Agency for all purposes (including the
            payment of principal of and interest on the Notes of each such
            Series) as the authorized representative of the respective Note
            Owners;

                  (iii) to the extent that this Section conflicts with any other
            provisions of this Indenture, this Section shall control with
            respect to each such Series;

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<PAGE>

                  (iv) the rights of the respective Note Owners of each such
            Series shall be exercised only through the Clearing Agency and the
            Clearing Agency Participants and shall be limited to those
            established by law and agreements between such respective Note
            Owners and the Clearing Agency and/or the Clearing Agency
            Participants. Pursuant to the Note Depository Agreement applicable
            to a Series, unless and until Definitive Notes of such Series are
            issued pursuant to Section 2.12, the initial Clearing Agency will
            make book-entry transfers among the Clearing Agency Participants and
            receive and transmit payments of principal of and interest on the
            related Notes to such Clearing Agency Participants; and

                  (v) whenever this Indenture or any applicable Indenture
            Supplement requires or permits actions to be taken based upon
            instructions, directions, or the consent of Noteholders evidencing a
            specified percentage of the Outstanding Principal Balance of the
            Notes or of a particular Series or Class of Notes, the Clearing
            Agency shall be deemed to represent such percentage only to the
            extent that it has received instructions to such effect from Note
            Owners and/or Clearing Agency Participants owning or representing,
            respectively, such required percentage of the beneficial interest in
            such Notes, Series or Class, as applicable, and has delivered such
            instructions to the Indenture Trustee.

      SECTION 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to any Noteholder is required under this Indenture, unless and
until Definitive Notes have been issued to the related Note Owners, the
Indenture Trustee shall give all such notices and communications to the Clearing
Agency.

      SECTION 2.12. Definitive Notes.

            (a) If: (i) the Issuer advises the Indenture Trustee in writing that
      the Clearing Agency is no longer willing or able to properly discharge its
      responsibilities under the Note Depository Agreement with respect to the
      Notes of a given Series, and the Issuer is unable to locate a qualified
      successor, (ii) circumstances change so that the book-entry system through
      the Clearing Agency is less advantageous due to economic or administrative
      burden or if the use of the book-entry system becomes unlawful with
      respect to such Series and the Issuer notifies the Indenture Trustee in
      writing that because of such changes in circumstances it is terminating
      such book-entry system through the Clearing Agency with respect to such
      Series or (iii) after the occurrence of an Event of Default, Note Owners
      representing beneficial interests aggregating at least a majority of the
      Outstanding Principal Balance of the Notes (or such other percentage as
      specified in the related Indenture Supplement) of such Series advise the
      Clearing Agency in writing that the continuation of a book-entry system
      through the Clearing Agency is no longer in the best interests of the Note
      Owners of such Series, then the Clearing Agency has undertaken to notify
      all Note Owners of such Series and the Indenture Trustee of the occurrence
      of any such event and of the availability of Definitive Notes to Note
      Owners of such Series requesting the same. Upon surrender to the Indenture
      Trustee of the typewritten Notes of such Series representing the
      Book-Entry Notes by the Clearing Agency, accompanied by registration and
      transfer instructions from the Clearing Agency for registration, the
      Issuer shall execute, and the Indenture Trustee shall authenticate, the

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<PAGE>

      Definitive Notes of such Series in accordance with the instructions of the
      Clearing Agency and shall recognize registered holders of such Definitive
      Notes as Noteholders under this Indenture. None of the Issuer, the Note
      Registrar or the Indenture Trustee shall be liable for any delay in
      delivery of such instructions and may conclusively rely on, and shall be
      protected in relying on, such instructions. Upon the issuance of
      Definitive Notes of such Series, all references herein to obligations
      imposed upon or to be performed by the Clearing Agency with respect to
      such Series shall be deemed to be imposed upon and performed by the
      Issuer, to the extent applicable with respect to such Definitive Notes,
      and the Issuer shall recognize the holders of the relevant Definitive
      Notes of such Series as Noteholders hereunder.

            (b) Definitive Notes will not be eligible for clearing or settlement
      through the Clearing Agency.

      SECTION 2.13. Treasury Notes. In determining whether the Noteholders of
the required Outstanding Principal Balance have concurred in any direction,
waiver or consent, any such Notes owned by the Issuer or an Affiliate of the
Issuer shall be considered as though not Outstanding, except that for the
purposes of determining whether the Indenture Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Responsible
Officer of the Indenture Trustee actually knows are so owned shall be so
disregarded.

      SECTION 2.14. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee
shall indicate the "CUSIP" numbers of the Notes in notices of redemption and
related materials as a convenience to Noteholders; provided, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption and related materials.

      SECTION 2.15. Perfection Representations and Warranties. The parties
hereto agree that the representations, warranties and covenants set forth in
Schedule 1 shall be a part of this Indenture for all purposes.

      SECTION 2.16. Notes to Constitute Indebtedness. The parties hereto agree
that it is their mutual intent that, for all applicable tax purposes, the Notes
will constitute indebtedness. Further, each party hereto and each Noteholder (by
accepting and holding a Note) hereby covenants to every other party hereto and
to every other Noteholder to treat the Notes as indebtedness for all applicable
tax purposes in all tax filings, reports and returns and otherwise, and further
covenants that neither it nor any of its Affiliates will take, or participate in
the taking of or permit to be taken, any action that is inconsistent with the
treatment of the Notes as indebtedness for tax purposes. All successors and
assignees of the parties hereto shall be bound by the provisions hereof.

      SECTION 2.17. Redemption. If so specified in the applicable Indenture
Supplement, the Notes of each Series shall be subject to redemption in
connection with exercise by [the Transferor] of its rights under Section 10.1 of
the Trust Agreement relating to the Collateral Amount for that Series. The terms
of any such redemption shall be specified in the applicable Indenture
Supplement.

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<PAGE>

                                  ARTICLE III
                                   COVENANTS

      SECTION 3.1. Payment of Principal and Interest.

            (a) The Issuer will duly and punctually pay the principal of and
      interest, if any, on the Notes in accordance with the terms of the Notes,
      as specified in the Indenture Supplement related to such Notes.

            (b) The Noteholders of any Series as of the Record Date in respect
      of a Payment Date shall be entitled to the interest accrued and payable
      and principal payable on such Payment Date with respect to such Series as
      specified in the related Indenture Supplement. All payment obligations
      under a Note are discharged to the extent such payments are made to the
      Noteholder of record.

      SECTION 3.2. Maintenance of Office or Agency.

            (a) The Issuer will maintain at the Corporate Trust Office an office
      or agency where Notes may be surrendered for registration of transfer or
      exchange and where notices and demands to or upon the Issuer in respect of
      the Notes and this Indenture may be served. The Issuer hereby initially
      appoints the Indenture Trustee at its Corporate Trust Office to serve as
      its agent for the foregoing purposes.

            (b) The chief executive office of the Issuer at which the Issuer
      maintains its records with respect to the Transferred Receivables and the
      transactions contemplated hereby, is currently located at 5595 Trillium
      Boulevard, Hoffman Estates, Illinois 60192. The Issuer will not change the
      location of such offices or its jurisdiction of organization, as defined
      in the UCC, without giving the Indenture Trustee at least thirty (30)
      days' prior written notice thereof.

      SECTION 3.3. Paying Agent's Obligations. The Issuer will cause each Paying
Agent to comply with the obligations of the Paying Agent set forth in Section
6.16.

      SECTION 3.4. Existence.

            (a) The Issuer will keep in full effect its existence, rights and
      franchises as a Delaware statutory trust.

            (b) The Issuer shall at all times observe and comply in all material
      respects with (i) all laws applicable to it, and (ii) all requisite and
      appropriate organizational and other formalities in the management of its
      business and affairs and the conduct of the transactions contemplated
      hereby.

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                                       33

<PAGE>

      SECTION 3.5. Protection of the Collateral; Further Assurances. The Issuer
will from time to time execute and deliver all such supplements and amendments
hereto and all such writings of further assurance and other writings, and will
take such other action necessary or advisable to:

            (a) more effectively make a Grant over all or any portion of the
      Collateral;

            (b) maintain or preserve the Lien (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

            (c) perfect, publish notice of or protect the validity of any Grant
      made or to be made by this Indenture and perfect the Lien contemplated
      hereby in favor of the Indenture Trustee;

            (d) enforce or cause the Master Servicer to enforce any of the
      Collateral; or

            (e) preserve and defend against the claims of all Persons and
      parties, (i) title to the Collateral (including the right to receive all
      payments due or to become due with respect to the Transferred Receivables)
      and the interests in the property included in the Collateral and (ii) the
      rights of the Indenture Trustee and the Noteholders with respect to such
      Collateral (including the right to receive all payments due or to become
      due with respect to the Transferred Receivables) and interests with
      respect to the property included in the Collateral.

The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to file and/or execute any financing statement, continuation
statement, writing of further assurance or other writing required to be executed
and/or filed to accomplish the foregoing; provided, however, that nothing in
this paragraph shall obligate the Indenture Trustee to file or execute any
financing statement or continuation statement or to take any other action
hereunder.

      SECTION 3.6. Opinion as to the Collateral. On the Closing Date relating to
the first Series of Notes, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the filing of any financing statements as
is necessary to perfect and make effective the Lien created by this Indenture
and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to perfect and make effective such Lien.

      SECTION 3.7. Performance of Obligations; Servicing of Transferred
Receivables.

            (a) The Issuer will not take any action and will use commercially
      reasonable efforts not to permit any action to be taken by others that
      would release any Person from any material covenants or obligations under
      any instrument or agreement included in the Collateral or that would
      result in the amendment, hypothecation, subordination, termination or
      discharge of, or impair the validity or effectiveness of, any such
      instrument or agreement, except as expressly provided in this Indenture,
      any applicable Indenture Supplement, or any other Related Document or such
      other instrument or agreement.

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<PAGE>

            (b) The Issuer will punctually perform and observe all of its
      obligations and agreements contained in this Indenture, any applicable
      Indenture Supplement, the other Related Documents and in the instruments
      and agreements included in the Collateral, including filing or causing to
      be filed all UCC financing statements and continuation statements required
      to be filed by this Indenture, any applicable Indenture Supplement, and
      any other Related Document in accordance with and within the time periods
      provided for herein and therein.

            (c) The Issuer hereby covenants and agrees that it will enforce the
      obligations of the Master Servicer under the Servicing Agreement and if a
      Servicer Default shall arise from the failure of the Master Servicer to
      perform any of its duties or obligations under the Servicing Agreement
      with respect to the Transferred Receivables, the Issuer shall take all
      reasonable actions available to it to remedy such failure; provided,
      however, that any Servicer Default other than a Servicer Default arising
      under Section 5.1(a) of the Servicing Agreement may be waived by the
      Issuer upon consent of the Noteholders of not less than sixty-six and
      two-thirds percent (66-2/3%) of the Outstanding Principal Balance for the
      Notes for all Series to which the Servicer Default relates.

            (d) The Issuer hereby covenants and agrees that it shall deliver a
      notice to the Master Servicer of any Servicer Default if directed to do so
      by the Indenture Trustee or by the Noteholders of not less than
      twenty-five percent (25%) of the Outstanding Principal Balance of the
      Notes for all Series; provided, however, with respect to any Servicer
      Default that does not relate to all Series, the Issuer shall deliver a
      notice to the Master Servicer of such Servicer Default if directed to do
      so by the Noteholders of twenty-five percent (25%) of the Outstanding
      Principal Balance of the Notes for all Series to which the Servicer
      Defaults relates; provided, however, that if the Master Servicer breaches
      its covenants in Section 2.6 of the Servicing Agreement, upon discovery by
      the Issuer, the Issuer shall provide prompt written notice of such breach
      to the Master Servicer in accordance with Section 2.6 of the Servicing
      Agreement. The Issuer hereby covenants and agrees that it shall: (i) upon
      the occurrence of a Servicer Default set forth in Section 5.1(e) of the
      Servicing Agreement, promptly exercise its rights to terminate the Master
      Servicer pursuant to Section 5.1 of the Servicing Agreement and (ii) prior
      to exercising its rights to terminate the Master Servicer pursuant to
      Section 5.1 of the Servicing Agreement due to the occurrence of a Servicer
      Default set forth in Section 5.1(a), Section 5.1(b), Section 5.1(c) or
      Section 5.1(d) of the Servicing Agreement, obtain the consent of the
      Noteholders representing a majority of the Outstanding Principal Balance
      of each affected Series of Notes. Within thirty (30) days after the giving
      of notice of termination to the Master Servicer of the Master Servicer's
      rights and powers pursuant to Section 5.1 of the Servicing Agreement, the
      Issuer shall appoint a Successor Master Servicer, such appointment to be
      reflected by a written assumption in a form acceptable to the Indenture
      Trustee. In the event that a Successor Master Servicer has not been
      appointed and accepted its appointment at the time when the previous
      Servicer ceases to act as Servicer, the Indenture Trustee without further
      action shall automatically be appointed the Successor Master Servicer,
      subject to all the responsibilities, duties and liabilities relating
      thereto placed on the Master Servicer by the terms and provisions of the
      Servicing Agreement, provided, however, that the Indenture Trustee shall
      not be liable for any actions of any Servicer prior to the Indenture
      Trustee's

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                                       35

<PAGE>

      appointment as Successor Master Servicer. Notwithstanding the preceding
      sentence, the Indenture Trustee shall, if it is legally unable to so act
      or if the Noteholders representing a majority of the Outstanding Principal
      Balance of all Series so request in writing to the Indenture Trustee,
      appoint, or petition a court of competent jurisdiction to appoint, any
      institution established in servicing receivables substantially similar to
      the Transferred Receivables as the successor to the Master Servicer under
      the Servicing Agreement in the assumption of the responsibilities, duties
      or liabilities of the Master Servicer under the Servicing Agreement. The
      Indenture Trustee may resign as the Master Servicer by giving written
      notice of such resignation to the Issuer and in such event will be
      released from such duties and obligations, such release not to be
      effective until the date a Successor Master Servicer enters into a
      servicing agreement with the Issuer as provided below. Upon delivery of
      any such notice to the Issuer, the Issuer shall obtain a new servicer as
      the Successor Master Servicer under the Servicing Agreement. Any Successor
      Master Servicer other than the Indenture Trustee shall: (i) be an
      established financial institution having a net worth of not less than five
      hundred million dollars ($500,000,000) and whose regular business includes
      the servicing of receivables and (ii) enter into a servicing agreement
      with the Issuer having substantially the same provisions as the provisions
      of the Servicing Agreement applicable to the Master Servicer. If within 30
      days after the delivery of the notice of termination of the Master
      Servicer's rights and powers referred to above, the Issuer shall not have
      obtained such a Successor Master Servicer, the Indenture Trustee may
      appoint, or may petition a court of competent jurisdiction to appoint, a
      Successor Master Servicer. In connection with any such appointment, the
      Indenture Trustee may make such arrangements for the compensation of such
      Successor Master Servicer as it and such Successor Master Servicer shall
      agree, subject to the limitations set forth below and in the Servicing
      Agreement, and in accordance with Section 6.2 of the Servicing Agreement,
      the Issuer shall enter into an agreement with such Successor Master
      Servicer for the servicing of the Transferred Receivables (such agreement
      to be in form and substance satisfactory to the Indenture Trustee). If the
      Indenture Trustee shall succeed to the previous Servicer's duties as
      servicer of the Transferred Receivables as provided herein, it shall do so
      in its individual capacity and not in its capacity as Indenture Trustee
      and, accordingly, the provisions of Article VI shall be inapplicable to
      the Indenture Trustee in its duties as the Successor Master Servicer and
      the servicing of the Transferred Receivables. In case the Indenture
      Trustee shall become the Successor Master Servicer under the Servicing
      Agreement, the Indenture Trustee shall be entitled to appoint as Servicer
      any one of its Affiliates; provided, that it shall be fully liable for the
      actions and omissions of such Affiliate in its capacity as Successor
      Master Servicer.

            (e) Upon any termination of the Master Servicer's rights and powers
      pursuant to the Servicing Agreement, the Issuer shall promptly notify the
      Indenture Trustee. As soon as a Successor Master Servicer is appointed,
      the Issuer shall notify the Indenture Trustee of such appointment,
      specifying in such notice the name and address of such Successor Master
      Servicer.

            (f) The Issuer shall provide to Trustee or its respective designees
      access to the documentation regarding the Accounts and the Transferred
      Receivables in such cases where Trustee or such designee is required in
      connection with the enforcement of the

                                                                Master Indenture

                                       36

<PAGE>

      rights of Trustee, or by applicable statutes or regulations, to review
      such documentation, such access being afforded without charge but only (i)
      upon reasonable request, (ii) during normal business hours, (iii) subject
      to the Issuer's normal security and confidentiality procedures and (iv) at
      offices designated by the Issuer. Nothing in this section shall derogate
      from the obligation of any Person to observe any applicable law
      prohibiting disclosure of information regarding the Dealers, and the
      failure of the Issuer to provide access as provided in this section as a
      result of such obligation shall not constitute a breach of this Section.

            (g) Upon a merger or consolidation of the Master Servicer or an
      Originator, the Issuer shall provide prompt written notice to the Rating
      Agencies.

      SECTION 3.8. Taxes. The Issuer shall contest or pay all taxes when due and
payable or levied against its assets, properties or income, including any
property that is part of the Collateral.

      SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, within 120 days after the end of each fiscal year of the
Issuer (commencing with the first fiscal year of the Issuer ending after 2004),
an Officer's Certificate, substantially in the form of Exhibit A, stating that:

                  (i) a review of the activities of the Issuer during such year
            and of performance under this Indenture has been made under the
            supervision of the Authorized Officer signing such Officer's
            Certificate; and

                  (ii) to the best of such Authorized Officer's knowledge, based
            on such review, the Issuer has complied with all conditions and
            covenants under this Indenture throughout such year or, if there has
            been a default in the compliance of any such condition or covenant,
            specifying each such default known to such Authorized Officer and
            the nature and status thereof.

      SECTION 3.10. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

            (a) sell, transfer, exchange or otherwise dispose of any of the
      properties or assets of the Issuer, including those included in the
      Collateral, except as expressly permitted by this Indenture, any Indenture
      Supplement, or any other Related Document;

            (b) claim any credit on, or make any deduction from the principal or
      interest payable in respect of, the Notes (other than amounts properly
      withheld from such payments under the Code or applicable State law) or
      assert any claim against any present or former Noteholder by reason of the
      payment of the taxes levied or assessed upon any part of the Collateral;

            (c) engage in any business or activity other than in connection
      with, or relating to the financing, purchasing, owning, selling and
      servicing of, the Transferred Receivables and the interests in the
      property constituting the Collateral, the issuance of the Notes, and

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                                       37

<PAGE>

      the specific transactions contemplated by the Related Documents and
      activities incidental thereto;

            (d) issue, incur, assume, or allow to remain outstanding any
      indebtedness, or guaranty any indebtedness or otherwise become liable,
      directly or indirectly for any indebtedness of any Person, other than the
      Notes, except as contemplated by this Indenture and the other Related
      Documents;

            (e) (i) seek dissolution or liquidation or wind up its affairs in
      whole or in part, or reorganize its business or affairs, or (ii) amend the
      Trust Agreement in a manner that would be adverse in any material respect
      to the Noteholders;

            (f) (i) permit the validity or effectiveness of this Indenture to be
      impaired, or permit the Lien of this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (ii)
      permit any Lien to be created on or extend to or otherwise arise upon or
      burden the Collateral or any part thereof or any interest therein or the
      proceeds thereof or (iii) permit the Lien of this Indenture not to
      constitute a valid first priority (other than with respect to any tax
      lien, mechanics' lien or other lien not considered a Lien) "security
      interest" (as such term is defined in Section 1-201 of Article 1 of the
      UCC) in the Collateral;

            (g) make any loan or advance to any Affiliate of the Issuer or to
      any other Person;

            (h) make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty);

            (i) directly or indirectly: (i) pay any dividend or make any
      distribution (by reduction of capital or otherwise), whether in cash,
      property, securities or a combination thereof, with respect to any
      ownership or equity interest or security in or of the Issuer, (ii) redeem,
      purchase, retire or otherwise acquire for value any such ownership or
      equity interest or security or (iii) set aside or otherwise segregate any
      amounts for any such purpose or (iv) make payments to or from the
      Collection Account, in each case, except in accordance with this Indenture
      and the Related Documents;

            (j) consolidate or merge with or into any other Person or (unless
      expressly permitted by this Indenture, the Second Tier Agreement, the
      Servicing Agreement or an Indenture Supplement) convey or transfer any of
      its properties or assets, including those included in the Collateral, to
      any Person unless:

                  (i) such Person shall be a United States citizen or a Person
            organized and existing under the laws of the United States of
            America or any State,

                  (ii) such Person shall expressly assume, by an indenture
            supplemental hereto, executed and delivered to the Indenture
            Trustee, in form satisfactory to the Indenture Trustee, the due and
            punctual payment of the principal of and interest on all Notes and
            the performance or observance of every agreement and covenant

                                                                Master Indenture

                                       38

<PAGE>

            of this Indenture on the part of the Issuer to be performed or
            observed, all as provided herein,

                  (iii) immediately after giving effect to such transaction, no
            Event of Default shall have occurred and be continuing;

                  (iv) the Rating Agency Condition shall have been satisfied
            with respect to such transaction;

                  (v) the Issuer shall have received a Tax Opinion (and shall
            have delivered copies thereof to the Indenture Trustee);

                  (vi) such Person is not required to be registered as an
            "investment company" under the Investment Company Act;

                  (vii) in the case of a sale of the Issuer's business, such
            Person expressly agrees by an indenture supplement hereto that (A)
            all right, title and interest so conveyed by the Issuer will be
            subject and subordinate to the rights of the Noteholders, (B) such
            Person will mail all filings with the Commission required by the
            Securities Exchange Act in connection with the Notes and (c) such
            Person expressly agrees to indemnify the Indenture Trustee for any
            loss, liability or expense arising under the Indenture and the
            Notes;

                  (viii) any action that is necessary to maintain the Lien
            created by this Indenture and the priority thereof shall have been
            taken; and

                  (ix) the Issuer shall have delivered to the Indenture Trustee
            an Officer's Certificate and an Opinion of Counsel each stating that
            such consolidation or merger or such conveyance or transfer, as the
            case may be, and such supplemental indenture comply with this
            Section and that all conditions precedent herein provided for
            relating to such transaction have been complied with (including any
            filing, if any, required by the Securities Exchange Act) and the
            supplemental indenture is duly authorized, executed and delivered
            and is valid, binding and enforceable; or

            (k) amend the Second Tier Agreement or the Servicing Agreement or
      consent to any amendment of the First Tier Agreement unless (A) (I) the
      amendment (x) is being entered into to cure any ambiguity or correct or
      supplement any provision of or to add any provisions concerning matters or
      questions raised under the Second Tier Agreement, the Servicing Agreement
      or the First Tier Agreement and (y) does not materially adversely affect
      the interest of the Noteholders, (II) the Rating Agency Condition is
      satisfied and (III) the Transferor has delivered an Officer's Certificate
      to the Issuer certifying the amendment will not result in an Adverse
      Effect, or (B) the Rating Agency Condition is satisfied and the amendment
      is being entered into to add, modify or eliminate provisions necessary or
      advisable in order to avoid the imposition of state or local income or
      franchise taxes on the Issuer's property or its income, or (C) the Issuer
      obtains the consent of Noteholders representing more than sixty-six and
      two-thirds percent (66-2/3%) of Outstanding Principal Balance of each
      Series affected by the

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<PAGE>

      amendment for which the Transferor has not delivered an Officer's
      Certificate required under clause (A). Notwithstanding the foregoing, the
      Issuer will not enter into any amendment of the Second Tier Agreement, the
      Servicing Agreement or consent to any amendment of the First Tier
      Agreement if the amendment (A) reduces the amount of, or delays the timing
      of distributions to the Noteholders of any Series (provided, however,
      changes in Early Amortization Events or Events of Default that decrease
      the likelihood of the occurrence of those events will not be considered
      delays in the timing of distributions or deposits of amounts to be
      distributed or the amount available under any Enhancement Agreement), in
      each case without the consent of each affected Noteholder, (B) changes the
      manner of calculating the interest of any Noteholder without the consent
      of each affected Noteholder or (C) would reasonably be expected to
      adversely affect the ratings of any Series or Class then maintained by any
      Rating Agency, without the consent of the Noteholders representing more
      than sixty-six and two-thirds percent (66-2/3%) of the Outstanding
      Principal Balance of each affected Series or Class.

            SECTION 3.11. Successor or Transferee.

            (a) Upon any consolidation or merger of the Issuer in accordance
      with Section 3.10(j), the Person formed by or surviving such consolidation
      or merger (if other than the Issuer) shall succeed to, and be substituted
      for, and may exercise every right and power of and have every obligation
      of, the Issuer under this Indenture with the same effect as if such Person
      had been named as the original Issuer.

            (b) Upon a conveyance or transfer of all the assets and properties
      of the Issuer pursuant to Section 3.10(j), the Issuer will be released
      from every covenant and agreement of this Indenture to be observed or
      performed on the part of the Issuer with respect to the Notes immediately
      upon the delivery of written notice to the Indenture Trustee stating that
      the Issuer is to be so released.

            SECTION 3.12. Notice of Early Amortization Event and Events of
      Default.

            (a) The Issuer shall give the Indenture Trustee and the Rating
      Agencies written notice of each Early Amortization Event, each Event of
      Default and each Servicer Default (and, in the case of a Servicer Default,
      shall specify in such notice the action, if any, the Issuer is taking with
      respect to such Servicer Default), in each case within five (5) Business
      Days after an Authorized Officer of the Issuer obtains actual knowledge of
      such Early Amortization Event, Event of Default or Servicer Default.

            (b) The Issuer shall deliver to the Indenture Trustee, within five
      (5) Business Days after an Authorized Officer of the Issuer obtains actual
      knowledge thereof, written notice in the form of an Officer's Certificate
      of any event that, with the giving of notice or the lapse of time or both,
      would become an Early Amortization Event or an Event of Default, its
      status and what action the Issuer is taking or proposes to take with
      respect thereto.

            SECTION 3.13. Further Instruments and Acts. Upon request of the
      Indenture Trustee, the Issuer will execute and deliver such further
      instruments and do such further

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<PAGE>

      acts as may be reasonably necessary to carry out more effectively the
      provisions of this Indenture.

            SECTION 3.14. Enforcement of Related Documents. With respect to any
      Related Document to which it is a party, the Issuer will enforce the
      obligations of the other parties to such Related Documents.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

            SECTION 4.1. Satisfaction and Discharge of Indenture.

            (a) This Indenture shall cease to be of further effect except as to:
      (i) rights of registration of transfer and exchange, (ii) substitution of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Section
      3.2, (v) the rights, obligations and immunities of the Indenture Trustee
      hereunder (including the rights of the Indenture Trustee under Section 6.7
      and the obligations of the Indenture Trustee under Section 4.2) and (vi)
      the rights of Noteholders as beneficiaries hereof with respect to the
      property deposited with the Indenture Trustee payable to all or any of
      them, and the Indenture Trustee, on demand of and at the expense of the
      Issuer, shall execute proper instruments acknowledging satisfaction and
      discharge of this Indenture with respect to the Notes, when:

            (A)   either:

                  (1)   all Notes theretofore authenticated and delivered (other
                        than: (i) Notes that have been destroyed, lost or stolen
                        and that have been replaced or paid as provided in
                        Section 2.5 and (ii) Notes for whose payment funds have
                        theretofore been deposited in trust or segregated and
                        held in trust by the Issuer and thereafter repaid to the
                        Issuer or discharged from such trust, as provided in
                        Section 6.16) have been delivered to the Indenture
                        Trustee for cancellation; or

                  (2)   all Notes not theretofore delivered to the Indenture
                        Trustee for cancellation:

                        (i)   have become due and payable,

                        (ii)  will become due and payable on the Series Maturity
                              Date therefor within one year, or

                        (iii) are to be called for redemption within one year
                              under arrangements satisfactory to the Indenture
                              Trustee for the giving of notice of redemption by
                              the Indenture Trustee on behalf, and at the
                              expense, of the Issuer;

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<PAGE>

                  and the Issuer, in the case of clause (2)(i), (ii) or (iii),
                  has irrevocably deposited or caused to be irrevocably
                  deposited with the Indenture Trustee cash or direct
                  obligations of or obligations guaranteed by the United States
                  of America (which will mature prior to the date such amounts
                  are payable), in trust for such purpose, in an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Notes not theretofore delivered to the Indenture Trustee
                  for cancellation when due to the Series Maturity Date for such
                  Class or Series of Notes or the Redemption Date (if Notes
                  shall have been called for redemption pursuant to the related
                  Indenture Supplement), as the case may be;

            (B)   the Issuer has paid or caused to be paid all other sums
                  payable hereunder by the Issuer; and

            (C)   the Issuer has delivered to the Indenture Trustee an Officer's
                  Certificate, an Opinion of Counsel and (if required by the TIA
                  or the Indenture Trustee) an Independent Certificate from a
                  firm of certified public accountants, each meeting the
                  applicable requirements of Section 10.1(a) and, subject to
                  Section 10.2, each stating that all conditions precedent
                  herein provided for relating to the satisfaction and discharge
                  of this Indenture have been met.

            At such time, the Indenture Trustee shall deliver to the Issuer or,
      upon an Issuer Order, its assignee, all cash, securities and other
      property held by it as part of the Collateral other than funds deposited
      with the Indenture Trustee pursuant to Section 4.1(a)(A)(2) for the
      payment and discharge of the Notes.

            (b) Notwithstanding the satisfaction and discharge of this
      Indenture, the obligations of the Issuer to the Indenture Trustee under
      Section 6.7, and if funds shall have been deposited with the Indenture
      Trustee pursuant to Section 4.1(a)(A)(2), the obligations of the Indenture
      Trustee under Sections 4.2 and 6.7 (in its capacity as Paying Agent) shall
      survive.

      SECTION 4.2. Application of Trust Funds. All funds deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Notes, this Indenture and the
applicable Indenture Supplement, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the
particular Notes for the payment or redemption of which such funds have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such funds need not be segregated from other
funds except to the extent required herein or as required by law.

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<PAGE>

                                   ARTICLE V
             TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND
                                    REMEDIES

      SECTION 5.1. Trust Early Amortization Events. If any one of the following
events (each, a "Trust Early Amortization Event") shall occur:

            (a) the occurrence of an Insolvency Event with respect to a Material
      Originator or the Transferor;

            (b) a Material Originator shall become unable for any reason to
      transfer Receivables to the Transferor pursuant to the First Tier
      Agreement or the Transferor shall become unable for any reason to transfer
      Receivables to the Issuer pursuant to the Second Tier Agreement; or

            (c) the Issuer or the DFS Financing Trust shall be required to
      register as an "investment company" within the meaning of the Investment
      Company Act;

then an Early Amortization Event with respect to all Series of Notes shall occur
without any notice or other action on the part of the Indenture Trustee or the
Noteholders immediately upon the occurrence of such event.

      Upon the occurrence of an Early Amortization Event, payment on the Notes
of each Series will be made in accordance with the terms of the related
Indenture Supplement.

      SECTION 5.2. Events of Default. "Event of Default," wherever used herein,
means, with respect to any Series, any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or Governmental Authority):

            (a) default in the payment of any interest on any Note of that
      Series when the same becomes due and payable, and such default shall
      continue for a period of thirty-five (35) days;

            (b) default in the payment of the principal of any Note of that
      Series, if and to the extent not previously paid, when the same becomes
      due and payable on its Series Maturity Date;

            (c) default in the observance or performance of any covenant or
      agreement of the Issuer made in this Indenture in respect of the Notes of
      such Series (other than a covenant or agreement a default in the
      observance or performance of which is elsewhere in this Section
      specifically dealt with) (all such covenants and agreements in the
      Indenture which are not expressly stated to be for the benefit of a
      particular Series being deemed to be in respect of the Notes of all Series
      for this purpose) and (i) such default shall continue or not be cured for
      a period of sixty (60) days after there shall have been given, by
      registered or certified mail, to the Issuer by the Indenture Trustee or to
      the Issuer and the Indenture Trustee by the Noteholders of at least
      twenty-five percent (25%) of the

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<PAGE>

      Outstanding Principal Balance of the Notes of such Series, a written
      notice specifying such default and requiring it to be remedied and stating
      that such notice is a "Notice of Default" hereunder, and (ii) as a result
      of such default, the interests of the Noteholders are materially and
      adversely affected and continue to be materially and adversely affected
      during such sixty (60) day period;

            (d) the occurrence of an Insolvency Event with respect to the
      Issuer; or

            (e) any additional events specified as Events of Default in the
      Indenture Supplement related to such Series.

      SECTION 5.3. Acceleration of Maturity and Annulment; Remedies.

            (a) If an Event of Default shall have occurred and be continuing
      with respect to any Series, and the Notes of such Series have been
      accelerated pursuant to Section 5.3(b) or Section 5.3(c), the Indenture
      Trustee may do one or more of the following:

                  (i) institute Proceedings in its own name and as trustee of an
            express trust for the collection of all amounts then payable on the
            Notes of the affected Series or under this Indenture with respect
            thereto, whether by declaration or otherwise, enforce any judgment
            obtained, and collect from the Issuer and any other obligor upon
            such Notes moneys adjudged due;

                  (ii) take any other appropriate action to protect and enforce
            the rights and remedies of the Indenture Trustee and the Noteholders
            of the affected Series;

                  (iii) cause the Issuer to sell randomly selected Receivables
            (or interests therein) in an amount equal to the Collateral Amount
            of the accelerated Series in accordance with Section 5.16;

      provided, however, that the Indenture Trustee may not exercise the remedy
      described in subparagraph (iii) above unless (A) (1) the Noteholders
      representing one hundred percent (100%) of the Outstanding Principal
      Balance of the Notes of the affected Series consent in writing thereto,
      (2) the Indenture Trustee determines that any proceeds of such exercise
      distributable to the Noteholders of the affected Series are sufficient to
      discharge in full all amounts then due and unpaid upon the Notes for
      principal and interest and is directed to exercise this remedy by
      Noteholders representing more than a majority of the Outstanding Principal
      Balance of the Notes of such Series, or (3) the Indenture Trustee
      determines that the Collateral may not continue to provide sufficient
      funds for the payment of principal of and interest on the Notes as they
      would have become due if the Notes had not been declared due and payable,
      and the Indenture Trustee obtains the consent of the Noteholders
      representing at least sixty-six and two-thirds percent (66-2/3%) of the
      Outstanding Principal Balance of the Notes of each Class of such Series
      for such sale of Receivables (or interests therein) and (B) the Indenture
      Trustee has been provided with an Opinion of Counsel to the effect that
      the exercise of such remedy complies with applicable federal and state
      securities laws. In determining such sufficiency or insufficiency with
      respect to clauses (A)(2) and (A)(3), the Indenture Trustee may, but need
      not, obtain and conclusively rely upon an opinion of an Independent
      investment

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<PAGE>

      banking or accounting firm of national reputation as to the feasibility of
      such proposed action and as to the sufficiency of the Collateral for such
      purpose.

            (b) If an Event of Default described in paragraph (a), (b) or (c) of
      Section 5.2 should occur and be continuing with respect to a Series, then
      the Indenture Trustee or the Noteholders representing not less than a
      majority of the Outstanding Principal Balance of the Notes of such Series
      may declare all the Notes of such Series to be immediately due and
      payable, by a notice in writing to the Issuer, and upon any such
      declaration the Outstanding Principal Balance of such Notes, together with
      accrued and unpaid interest thereon through the date of acceleration,
      shall become immediately due and payable;

            (c) If an Event of Default described in paragraph (d) of Section 5.2
      should occur and be continuing, then the unpaid principal of the Notes,
      together with accrued and unpaid interest thereon through the date of
      acceleration, shall automatically become due and payable.

            (d) At any time after a declaration of acceleration of maturity of
      an affected Series has been made and before a judgment or decree for
      payment of the amount due has been obtained by the Indenture Trustee as
      hereinafter in this Article V provided, the Noteholders of Notes
      representing not less than a majority of the Outstanding Principal Balance
      of such Series, by written notice to the Issuer and the Indenture Trustee
      may rescind and annul such declaration and its consequences if:

                  (i) the Issuer has paid or deposited with the Indenture
            Trustee a sum sufficient to pay:

                        (A) all payments of principal of and interest on all
                  Notes of such Series and all other amounts that would then be
                  due hereunder or upon such Notes if the Event of Default
                  giving rise to such acceleration had not occurred; and

                        (B) all sums paid or advanced by the Indenture Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture Trustee and its
                  agents and counsel, and all other amounts due to the Indenture
                  Trustee pursuant to Section 6.7; and

                  (ii) all Events of Default, other than the nonpayment of the
            principal of the Notes that have become due solely by such
            acceleration, have been cured or waived as provided in Section 5.11.

            No such rescission shall affect any subsequent Event of Default or
      impair any right consequent thereto.

            (e) If the Indenture Trustee collects any money or property pursuant
      to this Article V following the acceleration of the Notes of the affected
      Series pursuant to this Section 5.3 (so long as such a declaration shall
      not have been rescinded or annulled), it shall pay out the money or
      property in the following order:

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<PAGE>

            FIRST:      to the Indenture Trustee for amounts due pursuant to
                        Section 6.7; and

            SECOND:     unless otherwise specified in the related Indenture
                        Supplement, for application and payment in accordance
                        with the related Indenture Supplement with such amounts
                        being deemed to be Principal Collections and
                        Non-Principal Collections in the same proportion as (x)
                        the Outstanding Principal Balance of the Notes bears to
                        (y) the sum of the accrued and unpaid interest on the
                        Notes and other fees and expenses payable in connection
                        therewith under the applicable Indenture Supplement,
                        including the amounts payable under any Series
                        Enhancements with respect to such Series.

            (f) The Indenture Trustee may, upon notification to the Issuer, fix
      a record date and payment date for any payment to Noteholders of the
      affected Series pursuant to this Section. At least fifteen (15) days
      before such record date, the Indenture Trustee shall mail or send by
      facsimile, at the expense of the Issuer, to each such Noteholder a notice
      that states the record date, the payment date and the amount to be paid.

            (g) In addition to the application of money or property referred to
      in Section 5.16 for an accelerated Series, amounts then held in the
      Collection Account, Excess Funding Account or any Series Accounts for such
      Series and any amounts available under the Series Enhancement for such
      Series shall be used to make payments to the Noteholders of such Series
      and the Series Enhancement Provider for such Series in accordance with the
      terms of this Indenture, the related Indenture Supplement and the Series
      Enhancement for such Series. Following the sale of any Principal
      Receivables and related Non-Principal Receivables pursuant to Section 5.16
      (or interests therein) for a Series and the application of the proceeds of
      such sale to such Series and the application of the amounts then held in
      the Collection Account, the Excess Funding Account and any Series Accounts
      for such Series as are allocated to such Series and any amounts available
      under the Series Enhancement for such Series, such Series shall no longer
      be entitled to any allocation of Collections or other property
      constituting the Collateral under this Indenture.

            (h) Each of the Indenture Trustee and each Noteholder by its
      acceptance of a Note covenants that: (i) it will not directly or
      indirectly institute or cause to be instituted against the Issuer any
      bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceeding or other proceeding under any Federal or state bankruptcy law
      unless Noteholders of not less than sixty-six and two-thirds percent
      (66-2/3%) of the Outstanding Principal Amount of each Class of each Series
      have approved such filing; and (ii) it will not directly or indirectly
      institute or cause to be instituted against DFS Financing Trust or the
      Transferor any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceeding or other proceeding under any Federal or state
      bankruptcy law in any instance; provided, that the foregoing shall not in
      anyway limit a Noteholder's rights to pursue any other creditor rights or
      remedies that such Noteholder may have for claims against the Issuer.

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<PAGE>

            (i) The remedies provided in this Section are the exclusive remedies
      provided to the Noteholders with respect to the Collateral and each of the
      Noteholders (by their acceptance of their respective interests in the
      Notes) and the Indenture Trustee hereby expressly waive any other remedy
      that might have been available under the applicable UCC.

      SECTION 5.4. Collection of Indebtedness and Suits for Enforcement by the
Indenture Trustee.

            (a) In case (i) there shall be pending, relative to the Issuer or
      any Person having or claiming an ownership interest in the Collateral,
      Proceedings under any Debtor Relief Law, or (ii) a receiver, assignee,
      trustee in bankruptcy or reorganization, liquidator, sequestrator or
      similar official shall have been appointed for or taken possession of the
      Issuer or its property or such other Person, or (iii) of any other
      comparable judicial Proceedings relative to the Issuer, or to the
      creditors or property of the Issuer, then the Indenture Trustee
      (irrespective of whether the principal of any Notes shall then be due and
      payable as therein expressed or by declaration or otherwise and
      irrespective of whether the Indenture Trustee shall have made any demand
      pursuant to this Section), shall be entitled and empowered to, and at the
      written direction of the requisite Noteholders pursuant to Section 5.10
      shall, by intervention in such Proceedings or otherwise:

                  (A) file and prove a claim or claims for the whole amount of
            principal and interest owing and unpaid in respect of the Notes of
            such Series and to file such other papers or documents as may be
            necessary or advisable in order to have the claims of the Indenture
            Trustee (including any claim for reasonable compensation to the
            Indenture Trustee and each predecessor the Indenture Trustee, and
            their respective agents, attorneys and counsel, and for
            reimbursement of all expenses and liabilities incurred, and all
            advances made, by the Indenture Trustee and each predecessor
            Indenture Trustee, except as a result of negligence, willful
            misconduct or bad faith, and all other amounts due to the Indenture
            Trustee pursuant to Section 6.7) and of the Noteholders of such
            Series allowed in such Proceedings;

                  (B) unless prohibited by applicable law or regulations, vote
            on behalf of the Noteholders of such Series in any election of a
            trustee, a standby trustee or any Person performing similar
            functions in any such Proceedings;

                  (C) collect and receive any amounts or other property payable
            or deliverable on any such claims and to distribute all amounts
            received with respect to the claims of the Noteholders of such
            Series and of the Indenture Trustee on their behalf; and

                  (D) file such proofs of claim and other papers or documents as
            may be necessary or advisable in order to have the claims of the
            Indenture Trustee or the Noteholders of such Series allowed in any
            judicial Proceedings relative to the Issuer, its creditors and its
            property;

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<PAGE>

      and any trustee, receiver, liquidator, assignee, custodian, sequestrator
      or other similar official in any such Proceeding is hereby authorized by
      each of such Noteholders to make payments to the Indenture Trustee, and,
      in the event that the Indenture Trustee shall consent to the making of
      payments directly to such Noteholders, to pay to the Indenture Trustee
      such amounts as shall be sufficient to cover reasonable compensation to
      the Indenture Trustee, each predecessor Indenture Trustee and their
      respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and
      each predecessor Indenture Trustee except as a result of negligence,
      willful misconduct or bad faith, and all other amounts due to the
      Indenture Trustee pursuant to Section 6.7.

            (b) Nothing herein contained shall be deemed to authorize the
      Indenture Trustee to authorize or consent to or vote for or accept or
      adopt on behalf of any Noteholder any plan of reorganization, arrangement,
      adjustment or composition affecting the Notes or the rights of any
      Noteholder thereof or to authorize the Indenture Trustee to vote in
      respect of the claim of any Noteholder in any such proceeding except, as
      aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

            (c) All rights of action and of asserting claims under this
      Indenture, or under any of the Notes, may be enforced by the Indenture
      Trustee without the possession of any of the Notes or the production
      thereof in any trial or other Proceedings relative thereto, and any such
      action or Proceedings instituted by the Indenture Trustee shall be brought
      in its own name and as trustee of an express trust, and any recovery of
      judgment, subject to the payment of the expenses, disbursements and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee
      and their respective agents and attorneys, shall be for the ratable
      benefit of the Noteholders of the affected Series as provided herein.

            (d) In any Proceedings brought by the Indenture Trustee (and also
      any Proceedings to which the Indenture Trustee is a party involving the
      interpretation of any provision of this Indenture), the Indenture Trustee
      shall be held to represent all the Noteholders of the affected Series, and
      it shall not be necessary to make any such Noteholder a party to any such
      Proceedings.

      SECTION 5.5. Limitation of Suits. No Noteholder shall have any right to
institute any Proceeding, with respect to this Indenture or any Indenture
Supplement, or for the appointment of a receiver or trustee, or for any other
remedy hereunder or thereunder, unless:

                  (i) such Noteholder has previously given written notice to the
            Indenture Trustee of a continuing Event of Default;

                  (ii) the Noteholder(s) of not less than twenty-five percent
            (25%) of the Outstanding Principal Balance of the Notes of each
            affected Series have made written request to the Indenture Trustee
            to institute such Proceeding in its own name as the Indenture
            Trustee hereunder;

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<PAGE>

                  (iii) such Noteholder or Noteholders has offered to the
            Indenture Trustee indemnity satisfactory to it against the costs,
            expenses and liabilities to be incurred in complying with such
            request;

                  (iv) the Indenture Trustee for sixty (60) days after its
            receipt of such request and offer of indemnity has failed to
            institute such Proceeding; and

                  (v) no direction inconsistent with such written request has
            been given to the Indenture Trustee during such sixty (60) day
            period by the Noteholders of more than a majority of the Outstanding
            Principal Balance of the Notes of such Series;

it being understood and intended that no one or more Noteholder(s) of the
affected Series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Noteholder of such Series or to obtain or to seek to obtain
priority or preference over any other Noteholder(s) of such Series or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the other Noteholders of the same Series.
Nothing in this Section 5.5 shall be construed as limiting the rights of
otherwise qualified Noteholders to petition a court for the removal of an
Indenture Trustee pursuant to Section 6.8.

      In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders of an
affected Series, each representing less than a majority of the Outstanding
Principal Balance of the Notes of such Series, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.

      SECTION 5.6. Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, each
Noteholder shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in the applicable
Indenture Supplement (or, in the case of redemption, on or after the applicable
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Noteholder.

      SECTION 5.7. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

      SECTION 5.8. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost, or
stolen Notes in Section 2.5(d) and as provided in Section 5.3(i), no right or
remedy herein conferred upon or reserved to

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<PAGE>

the Indenture Trustee or to the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

      SECTION 5.9. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

      SECTION 5.10. Control by Noteholders. Upon the occurrence and continuation
of an Event of Default, except as otherwise expressly provided in this Indenture
or any Indenture Supplement, the Noteholders of not less than a majority of the
Outstanding Principal Balance of the Notes of any affected Series shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to such Series; provided,
that such direction shall not be in conflict with any rule of law or with this
Indenture; provided, further, that, subject to Section 6.1, the Indenture
Trustee need not take any action that it determines might subject it to
liability for which it is not indemnified to its satisfaction or might
materially adversely affect the rights of any Noteholder(s) of an affected
Series not consenting to such action. The Indenture Trustee may take any other
action deemed proper by the Indenture Trustee that is not inconsistent with such
direction.

      SECTION 5.11. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Series of Notes pursuant to Section 5.3, and subject to Section
5.3(b), the Noteholders of not less than a majority of the Outstanding Principal
Balance of the Notes of the affected Series (or with respect to any Series with
two or more Classes, each Class) may waive any past Event of Default and its
consequences except an Event of Default: (a) in payment of principal of or
interest on any of the Notes of such Series or (b) in respect of a covenant or
provision hereof that cannot be modified or amended without the consent of each
Noteholder of such Series. In the case of any such waiver, the Issuer, the
Indenture Trustee and the Noteholders of the affected Series shall be restored
to their former positions and rights hereunder, respectively.

      Upon any such waiver, such Event of Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.

      SECTION 5.12. Undertaking for Costs. All parties to this Indenture agree
(and each Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed) that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such suit of an

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undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney's fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the
aggregate more than ten percent (10%) of the Outstanding Principal Balance of
the Notes of the affected Series or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Notes and the related Indenture
Supplement (or, in the case of redemption, on or after the applicable Redemption
Date).

      SECTION 5.13. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may adversely affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

      SECTION 5.14. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the Lien created by this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral.
Any funds or other property collected by the Indenture Trustee shall be applied
in accordance with the applicable Indenture Supplement.

      SECTION 5.15. Performance and Enforcement of Certain Obligations. Promptly
following a request from the Indenture Trustee to do so and at the Issuer's
expense, the Issuer shall take all such lawful action to compel or secure the
performance and observance by the Master Servicer of its obligations to the
Issuer under or in connection with the Servicing Agreement or by the Transferor
of its obligations to the Issuer under or in connection with the Transfer
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Servicing Agreement (or under or in connection with
the Transfer Agreement), in each case to the extent and in the manner directed
by the Indenture Trustee, including the transmission of notices of default on
the part of the Master Servicer or the Transferor thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Master Servicer or the Transferor of each of their
obligations under the Servicing Agreement or the Transfer Agreement.

      SECTION 5.16. Sale of Collateral.

            (a) The power to effect any sale of any portion of the Collateral
      described pursuant to Section 5.3 shall not be exhausted by any one or
      more sales as to any portion

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<PAGE>

      of the Collateral remaining unsold, but shall continue unimpaired until
      Collateral in an amount up to the Collateral Amount of the affected Series
      shall have been sold or all amounts due to the Noteholders of the affected
      Series under this Indenture and the applicable Indenture Supplement have
      been paid in full. The Indenture Trustee may from time to time, upon
      directions in accordance with Section 5.10, postpone any public sale by
      public announcement made at the time and place of such sale. For any
      public sale of Collateral, the Indenture Trustee shall have provided each
      Noteholder of the affected Series with notice of such sale at least two
      (2) weeks in advance of such sale, which notice shall specify the date,
      time and location of such sale.

            (b) To the extent permitted by applicable law, the Indenture Trustee
      shall not sell Collateral, or any portion thereof, to a third party in any
      private sale unless:

                  (i) the Noteholders of not less than sixty-six and two-thirds
            percent (66-2/3%) of the then Outstanding Principal Balance of the
            Notes of the affected Series consent to or direct the Indenture
            Trustee in writing to make such sale; or

                  (ii) the proceeds of such sale would be not less than the sum
            of all amounts due to the Noteholders of the affected Series under
            this Indenture and the Indenture Supplement related to such Series.

            The foregoing provisions shall not preclude or limit the ability of
      the Indenture Trustee to purchase all or any portion of the Collateral at
      a private sale.

            (c) In connection with a sale of all or any portion of the
      Collateral:

                  (i) any one or more Noteholders (other than the Transferor and
            its Affiliates) may bid for and purchase the property offered for
            sale, and upon compliance with the terms of sale may hold, retain,
            and possess and dispose of such property, without further
            accountability, and any Noteholder of the affected Series may, in
            paying the purchase price therefor, deliver in lieu of cash any
            Outstanding Notes of such Series or claims for interest thereon for
            credit in the amount that shall, upon distribution of the net
            proceeds of such sale, be payable thereon, and the Notes of the
            affected Series, in case the amounts so payable thereon shall be
            less than the amount due thereon, shall be returned to the
            Noteholders of such Series after being appropriately stamped to show
            such partial payment;

                  (ii) the Indenture Trustee is hereby irrevocably appointed the
            agent and attorney-in-fact of the Issuer to transfer and convey any
            portion of the Collateral in connection with a sale thereof, and to
            take all action necessary to effect such sale;

                  (iii) the Indenture Trustee shall execute and deliver an
            appropriate instrument of conveyance transferring, without
            representation, warranty or recourse, any portion of the Collateral
            in connection with a sale thereof; and

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<PAGE>

                  (iv) no purchaser or transferee at such a sale shall be bound
            to ascertain the Indenture Trustee's authority, inquire into the
            satisfaction of any conditions precedent or see to the application
            of any funds.

            (d) The method, manner, time, place and terms of any sale of all or
      any portion of the Collateral shall be commercially reasonable.

            (e) The provisions of this Section 5.16 shall not be construed to
      restrict the ability of the Indenture Trustee to exercise any rights and
      powers against the Issuer or all or a portion of the Collateral that are
      vested in the Indenture Trustee by this Indenture, including the power of
      the Indenture Trustee to proceed against the Collateral subject to the
      Lien of this Indenture and to institute judicial proceedings for the
      collection of any deficiency remaining thereafter.

            (f) The purchase price received by the Indenture Trustee in respect
      of any sale made in accordance with this Section 5.16 shall be deemed
      conclusive and binding on the parties hereto and the Noteholders and the
      proceeds of such sale shall be applied in accordance with Section 8.4.

                                   ARTICLE VI
                   THE INDENTURE TRUSTEE AND THE PAYING AGENT

      SECTION 6.1. Duties of the Indenture Trustee.

            (a) If an Event of Default has occurred and is continuing, the
      Indenture Trustee shall exercise the rights and powers vested in it by
      this Indenture and use the same degree of care and skill in their exercise
      of such rights and powers as a prudent person would exercise or use under
      the circumstances in the conduct of such person's own affairs.

            (b) Except during the continuance of an Event of Default actually
      known to a Responsible Officer of the Indenture Trustee:

                  (i) the Indenture Trustee undertakes to perform such duties
            and only such duties as are specifically set forth in this Indenture
            and no implied covenants or obligations shall be read into this
            Indenture against the Indenture Trustee; and

                  (ii) in the absence of bad faith or negligence on its part,
            the Indenture Trustee may conclusively rely, as to the truth of the
            statements and the correctness of the opinions expressed therein,
            upon certificates or opinions furnished to the Indenture Trustee and
            conforming to the requirements of this Indenture; provided, however,
            in the case of any such certificates or opinions that are
            specifically required to be furnished to the Indenture Trustee
            pursuant to any provision of this Indenture or any Indenture
            Supplement, the Indenture Trustee shall examine the certificates and
            opinions to determine whether or not they conform to the
            requirements of this Indenture or the applicable Indenture
            Supplement.

            (c) If an Event of Default has occurred and is continuing and a
      Responsible Officer of the Indenture Trustee shall have actual knowledge
      of such Event of Default,

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<PAGE>

      the Indenture Trustee shall exercise such of the rights and powers vested
      in it by this Indenture, and use the same degree of care and skill in the
      exercise of such rights and powers, as a prudent person would exercise or
      use under the circumstances in the conduct of such Person's own affairs.

            (d) The Indenture Trustee shall notify each Rating Agency (i) of any
      change in any rating of the Notes by any other Rating Agency of which a
      Responsible Officer has actual knowledge, and (ii) promptly after the
      occurrence thereof, of any Event of Default or Early Amortization Event of
      which a Responsible Officer of the Indenture Trustee has actual knowledge.

            (e) No provision of this Indenture shall be construed to relieve the
      Indenture Trustee from liability for its own negligent action, its own
      negligent failure to act, or its own willful misconduct, except that:

                  (i) this clause (e) does not limit the effect of clauses (b),
            (c) or (d) of this Section;

                  (ii) the Indenture Trustee shall not be liable for any error
            of judgment made in good faith by a Responsible Officer of the
            Indenture Trustee unless it is proved that the Indenture Trustee was
            negligent in ascertaining the pertinent facts;

                  (iii) the Indenture Trustee shall not be liable with respect
            to any action it takes or omits to take in good faith in accordance
            with a direction received by it pursuant to this Indenture;

                  (iv) the Indenture Trustee shall not be charged with knowledge
            of an Event of Default, Early Amortization Event or Servicer Default
            unless a Responsible Officer of the Indenture Trustee obtains actual
            knowledge of such event or the Indenture Trustee receives written
            notice of such event from the Issuer or Note Owners beneficially
            owning Notes of the affected Series or all Series, as applicable,
            aggregating not less than ten percent (10%) of the Outstanding
            Principal Balance of the Notes of the affected Series or all Series,
            as applicable; and

                  (v) the Indenture Trustee shall have no duty to monitor the
            performance of the Issuer or its agents, nor shall it have any
            liability in connection with malfeasance or nonfeasance by the
            Issuer. The Indenture Trustee shall have no liability in connection
            with compliance of the Issuer or its agents with statutory or
            regulatory requirements related to the Transferred Receivables. The
            Indenture Trustee shall not make or be deemed to have made any
            representations or warranties with respect to the Transferred
            Receivables or the validity or sufficiency of any assignment of the
            Receivables to the Indenture Trustee.

            (f) The Indenture Trustee shall not be liable for interest on any
      amounts received by it, except as the Indenture Trustee may agree in
      writing with the Issuer.

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<PAGE>

            (g) No provision of this Indenture shall require the Indenture
      Trustee to expend or risk its own funds or otherwise incur financial
      liability in the performance of any of its duties hereunder or in the
      exercise of any of its rights or powers if it reasonably believes that
      repayments of such funds or adequate indemnity satisfactory to it against
      any loss, liability or expense is not reasonably assured to it.

            (h) Whether or not therein expressly so provided, every provision of
      this Indenture relating to the conduct or affecting the liability of or
      affording protection to the Indenture Trustee shall be subject to this
      Section 6.1 and the TIA.

            (i) The Indenture Trustee:

                  (i) shall at all times be a "participant" (as such term is
            defined in the Federal Book-Entry Regulations) in the Federal
            Reserve System;

                  (ii) shall, to the extent that any of the Trust Accounts is a
            Securities Account, comply with all of the obligations of a
            Securities Intermediary under Article 8 of the UCC with respect
            thereto;

                  (iii) agrees that each item of property including cash
            received by it for deposit in or credit to a Trust Account, and each
            investment made by it pursuant to Section 8.5 shall constitute and
            be treated by it as a Financial Asset; and

                  (iv) shall not, except with respect to the Indenture Trustee
            as provided herein, consent to or permit anyone to have "control"
            (as such term is defined in Section 8-106 of Article 8 of the UCC
            and Section 9-401 of Article 9 of the UCC) of any of the Trust
            Accounts.

      SECTION 6.2. Rights of the Indenture Trustee.

            (a) Subject to the provisions of Section 6.1:

                  (i) the Indenture Trustee may conclusively rely and shall be
            fully protected in acting or refraining from acting upon any
            resolution, certificate, statement, instrument, opinion, report,
            notice, request, direction, consent, order, note, debenture, other
            evidence of indebtedness or other paper or document reasonably
            believed by it to be genuine and to have been signed or presented by
            the proper party or parties;

                  (ii) any request or direction or action of the Issuer
            mentioned herein shall be sufficiently evidenced by an Issuer Order;

                  (iii) whenever in the administration of this Indenture the
            Indenture Trustee shall deem it desirable that a matter be proved or
            established prior to taking, suffering or omitting any action
            hereunder, the Indenture Trustee (unless other evidence be herein
            specifically prescribed) may, in the absence of bad faith on its
            part, conclusively rely upon an Officer's Certificate;

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<PAGE>

                  (iv) the Indenture Trustee may consult with counsel as to
            legal matters and the advice or opinion of any such counsel selected
            by the Indenture Trustee with respect to legal matters relating to
            this Indenture and the Notes shall be full and complete
            authorization and protection from liability in respect of any action
            taken, suffered or omitted by it hereunder in good faith and in
            reliance thereon;

                  (v) the Indenture Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Indenture
            at the request or direction of any of the Noteholders pursuant to
            this Indenture, if: (A) the Indenture Trustee is advised by counsel
            that the action its directed to take is in conflict with applicable
            laws or the Indenture, (B) the Indenture Trustee determines in good
            faith that the requested actions would be illegal or involve the
            Indenture Trustee in personal liability or be unjustly prejudicial
            to Noteholders not making the request or direction or (C) the
            Indenture Trustee reasonably believes it will not be adequately
            indemnified against the costs, expenses and liabilities which might
            be missed by it in complying with that request;

                  (vi) the Indenture Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, direction, consent, order, note, debenture, other evidence
            of indebtedness, or other paper or document, but the Indenture
            Trustee, in its discretion, may make such further inquiry or
            investigation into such facts or matters as it may see fit, and, if
            the Indenture Trustee shall determine to make such further inquiry
            or investigation, it shall be entitled to examine the books, records
            and premises of the Issuer, personally or by agent or attorney;

                  (vii) the Indenture Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through agents, attorneys, custodians or nominees and the
            Indenture Trustee shall be responsible for any misconduct or
            negligence on the part of any agent, attorney, custodian or nominee
            appointed by it hereunder;

                  (viii) the Indenture Trustee shall not be required to give any
            bond or surety in respect of the performance of its powers and
            duties hereunder;

                  (ix) the Indenture Trustee shall not be bound to ascertain or
            inquire as to the performance or observance of any covenants,
            conditions or agreements on the part of the Issuer;

                  (x) the permissive rights of the Indenture Trustee to do
            things enumerated in this Indenture shall not be construed as a duty
            and the Indenture Trustee shall not be answerable for other than its
            gross negligence or willful default;

                  (xi) in the event that the Indenture Trustee is also acting as
            Paying Agent or Note Registrar hereunder, the rights and protections
            afforded to the Indenture Trustee pursuant to this Article VI shall
            also be afforded to such Paying Agent or Note Registrar; and

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<PAGE>

                  (xii) the Indenture Trustee shall at no time have any
            responsibility or liability for or with respect to the legality,
            validity or enforceability of any Collateral or any arrangement or
            agreement between the Issuer and any Person with respect thereto, or
            the perfection of any security interest created in any of the
            Collateral or the maintenance of any such perfection and priority,
            or for or with respect to the sufficiency of the Collateral
            following an Event of Default.

            (b) The recitals contained in the Agreement and in the Notes, except
      the Indenture Trustee's certificates of authentication, shall be taken as
      the statements of the Issuer, and the Indenture Trustee assumes no
      responsibility for their correctness. The Indenture Trustee makes no
      representations as to the validity or sufficiency of the Agreement or the
      Notes, except to the extent provided by the Indenture Trustee's
      certificate of authentication on the Notes. The Indenture Trustee shall
      not be accountable for the use or application by the Issuer of the
      proceeds of the Notes.

      SECTION 6.3. Individual Rights of the Indenture Trustee. Subject to
compliance with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act:
(a) the Indenture Trustee shall not, in its individual capacity, but may in a
fiduciary capacity, become the owner of Notes or otherwise extend credit to the
Issuer; and (b) the Indenture Trustee may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights. However, the Indenture Trustee must comply with
Sections 6.11 and 6.13.

      SECTION 6.4. Funds Held in Trust. Funds and investments and other property
held by the Indenture Trustee or Paying Agent shall be held in trust in one or
more Trust Accounts hereunder, but need not be segregated from other funds
except to the extent required by law.

      SECTION 6.5. Notice of Early Amortization Events or Events or Defaults. If
any Early Amortization Event or Event of Default occurs and is continuing and is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to the Rating Agencies and to the affected Noteholders or all
Noteholders, as applicable, notice of such Early Amortization Event or Event of
Default within thirty (30) days after it occurs or within ten (10) Business Days
after it receives notice or obtains actual notice, if later. Except in the case
of an Early Amortization Event or an Event of Default relating to the failure to
pay principal or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Noteholders.

      SECTION 6.6. Reports by Indenture Trustee to the Noteholders. The Issuer
shall deliver, or cause the Master Servicer to deliver, to each Noteholder such
information as may be required to enable such Noteholder to prepare its Federal,
State and other income tax returns. To the extent required in the Indenture
Supplement for any Series, on or before the date prescribed by applicable law,
the Indenture Trustee shall mail to each Noteholder of a Note in such Series a
brief report as of such date that complies with TIA Section 313(a) (if required
by said section).

      SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee from time to time reasonable compensation for its services
hereunder as the Issuer and

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<PAGE>

the Indenture Trustee may agree in writing (which compensation shall not be
limited by any law on compensation of a trustee of an express trust). The Issuer
shall reimburse the Indenture Trustee upon its request, for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
indemnify the Indenture Trustee and its officers, directors, employees and
agents against any and all loss, liability or expense (including reasonable
attorneys' fees) incurred by them to the extent related to or arising out of the
administration of this Indenture and the performance of its duties hereunder.
The Indenture Trustee shall notify the Issuer promptly of any claim for which it
may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer
shall not relieve the Issuer of its obligations hereunder. The Issuer shall
defend the claim and the Indenture Trustee may have separate counsel and the
Issuer shall pay the fees and expenses of such counsel. The Issuer need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

      The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
Section 5.2(c) or Section 5.2(d), the expenses are intended to constitute
expenses of administration under any Debtor Relief Law.

      SECTION 6.8. Resignation and Removal; Appointment of Successor. No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section. The
Indenture Trustee may resign at any time by giving thirty (30) days written
notice to the Issuer. The Noteholders of not less than sixty-six and two-thirds
percent (66-2/3%) of the Outstanding Principal Balance of the Notes for all
Series may remove the Indenture Trustee by so notifying the Indenture Trustee in
writing and may appoint a successor Indenture Trustee. The Issuer shall remove
the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11;

                  (ii) the Indenture Trustee is adjudged a bankrupt or
            insolvent;

                  (iii) a receiver or other public officer takes charge of the
            Indenture Trustee or its property; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
            acting.

      If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture

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<PAGE>

Trustee shall mail a notice of its succession to Noteholders. The retiring
Indenture Trustee shall promptly transfer all property held by it as the
Indenture Trustee to the successor Indenture Trustee.

      If a successor Indenture Trustee does not take office within sixty (60)
days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of not less than a majority of
the Outstanding Principal Balance of the Notes for all Series may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

      If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

      Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall
have no liability for any act or omission by any successor Indenture Trustee.

      SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another Person, the
resulting, surviving or transferee Person without any further act shall be the
successor Indenture Trustee. The Indenture Trustee shall provide the Issuer
prior written notice of any such transaction; provided, that such Person shall
be otherwise qualified and eligible under Section 6.11.

      In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor trustee hereunder or in the name of
the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given
to the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.

      SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions of this Indenture, at any
      time, for the purpose of meeting any legal requirement of any jurisdiction
      in which any part of the Collateral may at the time be located, the
      Indenture Trustee shall have the power and may execute and deliver all
      instruments to appoint one or more Person(s) to act as co-trustee(s), or
      separate trustee(s) for the benefit of the Noteholders, and to vest in
      such Person(s), in such capacity, all rights hereunder with respect to the
      Collateral, or any part thereof, and, subject to the other provisions of
      this Section, such powers, duties, obligations, rights and trusts as the
      Indenture Trustee may consider necessary or desirable. No co-trustee or
      separate trustee hereunder shall be required to meet the terms

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      of eligibility as a successor trustee under Section 6.11 and no notice to
      Noteholders of the appointment of any co-trustee or separate trustee shall
      be required under Section 6.8.

            (b) Every separate trustee and co-trustee shall, to the extent
      permitted by law, be appointed and act subject to the following provisions
      and conditions:

                  (i) all rights, powers, duties and obligations conferred or
            imposed upon the Indenture Trustee shall be conferred or imposed
            upon and exercised or performed by the Indenture Trustee and such
            separate trustee or co-trustee jointly (it being understood that
            such separate trustee or co-trustee is not authorized to act
            separately without the Indenture Trustee joining in such act),
            except to the extent that under any law of any jurisdiction in which
            any particular act(s) are to be performed, the Indenture Trustee
            shall be incompetent or unqualified to perform such act(s), in which
            event such rights, powers, duties and obligations (including the
            holding of rights with respect to the Collateral or any portion
            thereof in any such jurisdiction) shall be exercised and performed
            singly by such separate trustee or co-trustee, but solely at the
            direction of the Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by reason
            of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee may at any time accept the
            resignation of or remove, in its sole discretion, any separate
            trustee or co-trustee.

            (c) Any notice, request or other writing given to the Indenture
      Trustee shall be deemed to have been given to each of the then separate
      trustees and co-trustees, as effectively as if given to each of them.
      Every instrument appointing any separate trustee or co-trustee shall refer
      to this Indenture and the conditions of this Article VI. Each separate
      trustee and co-trustee, upon its acceptance of the trusts conferred, shall
      be vested with the estates or property specified in its instrument of
      appointment, either jointly with the Indenture Trustee or separately, as
      may be provided therein, subject to all the provisions of this Indenture,
      specifically including every provision of this Indenture relating to the
      conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

            (d) Any separate trustee or co-trustee may at any time constitute
      the Indenture Trustee as its agent or attorney-in-fact with full power and
      authority, to the extent not prohibited by law, to do any lawful act under
      or in respect of this Indenture on its behalf and in its name. If any
      separate trustee or co-trustee shall die, become incapable of acting,
      resign or be removed, all of its estates, properties, rights, remedies and
      trusts shall vest in and be exercised by the Indenture Trustee, to the
      extent permitted by law, without the appointment of a new or successor
      trustee.

            (e) The Indenture Trustee shall have no obligation to determine
      whether a co-trustee or separate trustee is legally required in any
      jurisdiction in which any part of the Collateral may be located.

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      SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a), Section 26(a)(1) of
the Investment Company Act and subsection (a)(4)(i) of Rule 3a-7 of the
Investment Company Act. There shall at all times be an Indenture Trustee
hereunder which shall (a) be a bank organized and doing business under the laws
of the United States of America, any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers; (b) have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition; (c) be subject to supervision or
examination by federal or state authority; and (d) at the time of appointment,
shall have a long term senior, unsecured debt rating of "Baa3" or better by
Moody's, if rated by Moody's, or "BBB" or better by S&P, if rated by S&P (or, if
not rated by Moody's or S&P, a comparable rating by another statistical rating
agency). The Indenture Trustee shall comply with TIA Section 310(b), including
the optional provision permitted by the second sentence of TIA Section
310(b)(9); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture(s) under which other securities of the
Issuer are outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

      If such bank publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such bank
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Indenture Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Article.

      This Indenture shall always have a trustee who satisfies the requirements
of Section 310(a)(1) of the TIA. The Indenture Trustee is subject to the
provisions of Section 310(b) of the TIA regarding disqualification of a trustee
upon acquiring any conflicting interest.

      If a default occurs under this Indenture or any Indenture Supplement, and
the Indenture Trustee is deemed to have a conflicting interest as a result of
acting as trustee for more than one Series or Class of Notes, a successor
Indenture Trustee shall be appointed for one or more of such Classes or Series,
so that the Indenture Trustee for any one of the affected Classes or Series is
different from the Indenture Trustees for the other affected Classes or Series.
No such event shall alter the voting rights of the Noteholders of such Classes
or Series under this Indenture, any Indenture Supplement or any other Related
Document. However, so long as any amounts remain unpaid with respect to any
Class of Notes, only the Indenture Trustee for the Noteholders of such Class
will have the right to exercise remedies under this Indenture or the applicable
Indenture Supplement (but subject to the express provisions of Section 5.3 and
to the right of the Noteholders of any subordinate Class within the same Series
to receive their share of any proceeds of enforcement). Upon repayment of the
Class of Notes with the higher payment priority in full, all rights to exercise
remedies under this Indenture will transfer to the Indenture Trustee for the
next subordinate Class of Notes within the same Series.

      In the case of the appointment hereunder of a successor Indenture Trustee
with respect to any Series or Class of Notes, the Issuer, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Series or Class
of Notes shall execute and deliver an indenture supplemental hereto wherein the
successor Indenture Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to

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transfer and confirm to, and to vest in, the successor Indenture Trustee all the
rights, powers, trusts and duties of the retiring Indenture Trustee with respect
to the Notes of the Series or Class to which the appointment of such successor
Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not
retiring with respect to all Series or Classes of Notes, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Indenture Trustee with respect
to the Notes of each Series or Class as to which the retiring Indenture Trustee
is not retiring shall continue to be vested in the retiring Indenture Trustee,
and (iii) shall add to or change any of the provisions of this Indenture and the
applicable Indenture Supplement as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Indenture Trustee's co-trustees of the same
trust and that each such Indenture Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Indenture Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Indenture
Trustee shall become effective to the extent provided therein.

      SECTION 6.12. Acceptance by Indenture Trustee. The Indenture Trustee
hereby acknowledges the grant of a Lien on the Collateral and the receipt of a
Lien on the assets constituting the Collateral granted by the Issuer hereunder
and declares that the Indenture Trustee, through a custodian, will hold such
Lien on the Collateral in trust, for the use and benefit of all Noteholders
subject to the terms and provisions hereof.

      SECTION 6.13. Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

      SECTION 6.14. Reports by Indenture Trustee to Noteholders. To the extent
required by the TIA, on or before the date prescribed by applicable law, the
Indenture Trustee shall mail to the Noteholders a brief report dated as of such
reporting date that complies with TIA Section 313(a), if such a report is
required pursuant to TIA Section 313(a). The Indenture Trustee also shall comply
with TIA Section 313(b). The Indenture Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

      A copy of each such report required under TIA Section 313 shall, at the
time of such transmission to Noteholders be filed with the Commission and with
each stock exchange or other market system on which the Notes are listed. The
Issuer shall notify the Indenture Trustee in writing if the Notes become listed
on any stock exchange or market trading system.

      SECTION 6.15. Representations and Warranties. The Indenture Trustee hereby
represents that:

            (a) the Indenture Trustee is duly organized and validly existing as
      a bank in good standing under the laws of the State of [Delaware] with
      power and authority to own its properties and to conduct its business as
      such properties are currently owned and such business is presently
      conducted;

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            (b) the Indenture Trustee has the power and authority to execute and
      deliver this Indenture and to carry out its terms; and the execution,
      delivery and performance of this Indenture have been duly authorized by
      the Indenture Trustee by all necessary corporate action;

            (c) each of this Indenture and the other Related Documents to which
      it is a party has been duly executed and delivered by the Indenture
      Trustee and constitutes its legal, valid and binding obligation in
      accordance with its terms;

            (d) the consummation of the transactions contemplated by this
      Indenture and the fulfillment of the terms hereof do not conflict with,
      result in any breach of any of the terms and provisions of, or constitute
      (with or without notice or lapse of time) a default under the articles of
      organization or bylaws of the Indenture Trustee or any material agreement
      or other instrument to which the Indenture Trustee is a party or by which
      it is bound; and

            (e) there are no proceedings or investigations pending or to the
      best of the Indenture Trustee's knowledge, threatened before any court,
      regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Indenture Trustee or its
      properties: (i) asserting the invalidity of this Indenture, (ii) seeking
      to prevent the consummation of any of the transactions contemplated by
      this Indenture or (iii) seeking any determination or ruling that might
      materially and adversely affect the performance by the Indenture Trustee
      of its obligations under, or the validity or enforceability of, this
      Indenture.

      SECTION 6.16. The Paying Agent. The Issuer hereby appoints the Indenture
Trustee as the initial Paying Agent. All payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from any
Trust Account pursuant to Section 4.2 and the applicable Indenture Supplement
shall be made on behalf of the Issuer by the Paying Agent.

      The Paying Agent hereby agrees that subject to the provisions of this
Section, it shall:

                  (i) hold any sums held by it for the payment of amounts due
            with respect to the Notes in trust for the benefit of the Persons
            entitled thereto until such sums shall be paid to such Persons or
            otherwise disposed of as herein provided and pay such sums to such
            Persons as herein provided;

                  (ii) give the Indenture Trustee prompt notice of any default
            by the Issuer of which it has actual knowledge in the making of any
            payment required to be made with respect to the Notes;

                  (iii) at any time during the continuance of any such default,
            upon the written request of the Indenture Trustee, forthwith pay to
            the Indenture Trustee any sums so held in trust by such Paying
            Agent;

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                  (iv) immediately resign as a Paying Agent and forthwith pay to
            the Indenture Trustee any sums held by it in trust for the payment
            of Notes if at any time it ceases to meet the standards required to
            be met by a Paying Agent; and

                  (v) comply with all requirements of the Code and any
            applicable State law with respect to the withholding from any
            payments made by it on any Notes of any applicable withholding taxes
            imposed thereon and with respect to any applicable reporting
            requirements in connection therewith.

      The Issuer shall at any time when necessary or required, for the purpose
of obtaining the satisfaction and discharge of this Indenture with respect to
all the Notes or for any other purpose, by Issuer Order, cause any Paying Agent
other than the Indenture Trustee to pay to the Indenture Trustee any sums held
in trust by such Paying Agent with respect to the Notes, such sums to be held by
the Indenture Trustee upon the same trusts as those upon which the sums were
held by such Paying Agent and, in the case of satisfaction and discharge of the
Indenture, applied according to Section 4.1; and upon such payment by any Paying
Agent to the Indenture Trustee, such Paying Agent shall be released from all
further liability with respect to such sums.

      Subject to applicable laws with respect to escheat of funds, any amounts
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two (2)
years after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request; and the related Noteholder
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust funds shall thereupon cease; provided, however, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such funds remain unclaimed and that, after a date specified therein, which
shall not be less than thirty (30) days from the date of such publication, any
unclaimed balance of such funds then remaining will be repaid to the Issuer. The
Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any
other reasonable means of notification of such repayment (including mailing
notice of such repayment to Noteholders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in amounts due
and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder).

      Each Paying Agent (other than the initial Paying Agent) shall be appointed
by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying
Agent appointed by the Issuer shall be a Person who would be eligible to be
Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not
appoint any Paying Agent (other than the Indenture Trustee) which is not, at the
time of such appointment, a depository institution or trust company, including
the Indenture Trustee, that (a) is incorporated under the laws of the United
States of America or any State, (b) is subject to supervision and examination by
federal or state banking authorities, and (c) has outstanding unsecured
commercial paper or other short-term unsecured debt obligations that are rated
at least "A-1" by S&P or "P-1" by Moody's (or its equivalent).

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                                  ARTICLE VII
                          NOTEHOLDERS LISTS AND REPORTS

      SECTION 7.1. The Issuer to Furnish the Indenture Trustee Names and
Addresses of Noteholders. The Issuer will furnish or cause to be furnished to
the Indenture Trustee (a) upon each transfer of a Note, a list, in such form as
the Indenture Trustee may reasonably require, of the names, addresses and
taxpayer identification numbers of the as of such Record Date, and (b) at such
other times, as the Indenture Trustee may request in writing, within ten (10)
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than ten (10) days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.

      SECTION 7.2. Preservation of Information; Communications to Noteholders.

            (a) The Indenture Trustee shall preserve, at all times, the names
      and addresses of the Noteholders contained in the most recent list
      furnished to the Indenture Trustee as provided in Section 7.1 and the
      names and addresses of Noteholders received by the Indenture Trustee in
      its capacity as Note Registrar. The Indenture Trustee may destroy any list
      furnished to it as provided in Section 7.1 upon receipt of a new list so
      furnished.

            (b) Noteholders may communicate pursuant to TIA Section 312(b) with
      other Noteholders with respect to their rights under this Indenture or
      under the Notes.

            (c) The Issuer, the Indenture Trustee and the Note Registrar shall
      have the protection of TIA Section 312(c).

      SECTION 7.3. Reports by the Issuer.

            (a) The Issuer shall:

                  (i) file with the Indenture Trustee, within fifteen (15) days
            after the Issuer is required to file the same with the Commission,
            copies of the annual reports and of the information, documents and
            other reports (or copies of such portions of any of the foregoing as
            the Commission may from time to time by rules and regulations
            prescribe) which the Issuer may be required to file with the
            Commission pursuant to Section 13 or 15(d) of the Securities
            Exchange Act;

                  (ii) file with the Indenture Trustee and the Commission in
            accordance with rules and regulations prescribed from time to time
            by the Commission such additional information, documents and reports
            with respect to compliance by the Issuer with the conditions and
            covenants of this Indenture as may be required from time to time by
            such rules and regulations; and

                  (iii) supply to the Indenture Trustee (and the Indenture
            Trustee shall transmit by mail to all Noteholders described in TIA
            Section 313(c)) such summaries of any information, documents and
            reports required to be filed by the Issuer pursuant to clauses (i)
            and (ii) of this Section 7.3(a) as may be required by rules and
            regulations prescribed from time to time by the Commission.

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            (b) Unless the Issuer otherwise determines, the fiscal year of the
      Issuer shall end on December 31 of each year. The Issuer shall notify the
      Indenture Trustee in writing of any change in its fiscal year.

            (c) Delivery of such reports, information and documents to the
      Indenture Trustee is for informational purposes only and the Indenture
      Trustee's receipt of such shall not constitute constructive notice of any
      information contained therein or determinable from information contained
      therein, including the Issuer's compliance with any of the covenants
      hereunder.

      SECTION 7.4. List of Noteholders.

      Noteholders of not less than ten percent (10%) of the Outstanding
Principal Balance of any Series of Notes may obtain access to the list of
Noteholders the Indenture Trustee maintains for the purpose of communicating
with the other Noteholders. The Indenture Trustee may elect not to allow the
requesting Noteholders access to the list of Noteholders if the Indenture
Trustee agrees to mail the requested communication or proxy, on behalf and at
the expense of the requesting Noteholders, to all Noteholders of record.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      SECTION 8.1. Collection of Amounts Due. Except as otherwise expressly
provided herein and in the related Indenture Supplement, the Indenture Trustee
may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all sums and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture. The Indenture Trustee shall apply all such amounts
received by it as provided in this Indenture.

      SECTION 8.2. Trust Accounts.

            (a) On or prior to the Closing Date for the first Series (in respect
      of clauses (i) and (ii) below) or the Closing Date for the applicable
      Series (in respect to clause (iii) below), the Issuer covenants to have
      established and shall thereafter maintain the following accounts (the
      "Trust Accounts"), which accounts shall be Eligible Deposit Accounts:

                  (i) Collection Account;

                  (ii) Excess Funding Account; and

                  (iii) a Series Account for the applicable Series of Notes.

            (b) If any Trust Account is a Securities Account, such Trust Account
      shall be maintained in accordance with the Custody and Control Agreement.

            (c) If any Trust Account is a deposit account: (i) If, at any time,
      any of the Trust Accounts ceases to be an Eligible Deposit Account, the
      Issuer shall within ten (10)

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      Business Days (or such longer period, not to exceed thirty (30) calendar
      days, as to which, if any Notes are Outstanding, each Rating Agency may
      consent to such longer period) establish a new Trust Account as an
      Eligible Deposit Account and shall transfer any cash and/or any
      investments held in the no longer Eligible Deposit Account to such new
      Trust Account.

                  (ii) With respect to the Trust Account Property, the Issuer
            and Indenture Trustee agree, as security for the Issuer's
            obligations under this Indenture, that:

                  (A) any Trust Account Property that constitutes, or is held
            through or in, a deposit account shall be, or shall be held through
            or in, an Eligible Deposit Account continuously identified in the
            deposit bank's books and records as subject to a security interest
            of the Indenture Trustee and, except as may be expressly provided
            herein to the contrary, in order to perfect the security interest of
            the Indenture Trustee in accordance with Section 9-104 of the UCC,
            the Indenture Trustee shall have the power to direct disposition of
            the funds in such deposit account without further consent by the
            Issuer; provided, however, that prior to delivery by the Indenture
            Trustee to the Issuer of notice otherwise, the Issuer shall direct
            the disposition of the funds in such deposit account in accordance
            with the terms of the Related Documents; provided, further that the
            Indenture Trustee agrees that it will not deliver such notice or
            exercise its power to direct disposition of the funds in such
            deposit account unless an Event of Default has occurred and is
            continuing; and

                  (B) any Trust Account Property that constitutes a Permitted
            Investment or a similar investment shall be held by the Custodian in
            accordance with the Custody and Control Agreement and shall be
            subject to the Indenture Trustee's security interest in such Trust
            Account Property.

            (d) Funds on deposit in the Excess Funding Account shall be
      withdrawn and paid to the Transferor on any day to the extent that the
      Free Equity Amount exceeds the Minimum Free Equity Amount. On any Transfer
      Date on which one or more Series is in an Amortization Period, the Issuer
      shall determine the aggregate amounts of Principal Shortfalls, if any,
      with respect to each such Series that is a Principal Sharing Series (after
      giving effect to the allocation and payment provisions in the related
      Indenture Supplement, including the application of Shared Principal
      Collections, with respect to each such Series), and Issuer shall instruct
      the Indenture Trustee to withdraw such amount from the Excess Funding
      Account (up to the lesser of (x) the amount on deposit in the Excess
      Funding Account after application of the preceding sentence on that day
      and (y) the amount, if any, by which the Free Equity Amount would be less
      than zero if there were no funds on deposit in the Excess Funding Account
      on that day) on such Transfer Date and allocate such amount among each
      such Series as specified in the related Indenture Supplement.

      SECTION 8.3. Rights of Noteholders. The Collateral shall secure the rights
of the Noteholders of each Series to receive the portion of Collections
allocable to the Noteholders of such Series pursuant to this Indenture and the
related Indenture Supplement, funds and other

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property credited to the Collection Account (or any subaccount thereof)
allocable to the Noteholders of such Series pursuant to this Indenture and such
Indenture Supplement, funds and other property credited to any related Series
Account and funds available pursuant to any related Series Enhancement, it being
understood that, except as specifically set forth in the Indenture Supplement
with respect thereto, the Notes of any Series or Class shall not be secured by
any interest in any Series Account or Series Enhancement pledged for the benefit
of any other Series or Class that is Outstanding.

      SECTION 8.4. Collections and Allocations.

            (a) Issuer shall apply all funds on deposit in the Collection
      Account as described in this Article VIII and in each Indenture
      Supplement. Except as otherwise provided below and in each Indenture
      Supplement, Issuer shall deposit, or cause to be deposited, Collections
      into the Collection Account no later than the second Business Day
      following the Date of Processing of such Collections.

            Subject to the express terms of any Indenture Supplement, but
      notwithstanding anything else in this Indenture to the contrary, if (x)
      for so long as the Master Servicer maintains a short term debt rating of
      A-1 or better by S&P (if rated by S&P), P-1 or better by Moody's (if rated
      by Moody's) and F1 or better by Fitch (if rated by Fitch), (y) with
      respect to Collections allocable to any Series, any other conditions
      specified in the related Indenture Supplement are satisfied or (z) the
      Master Servicer has provided to the Indenture Trustee a letter of credit,
      surety bond or other similar arrangement covering collection risk of
      Servicer and in each case acceptable to each Rating Agency (as evidenced
      by a letter from each Rating Agency to the effect that the Rating Agency
      Condition has been satisfied), if any, Issuer need not make the daily
      deposits of Collections into the Collection Account as provided in the
      preceding paragraph, but may make a single deposit in the Collection
      Account in immediately available funds not later than 12:00 noon, New York
      City time, on the related Business Day immediately preceding the Payment
      Date.

            (b) On each Date of Processing, Principal Collections and
      Non-Principal Collections shall be allocated to each Series of Notes in
      accordance with the related Indenture Supplement. On each Determination
      Date, Defaulted Receivables will be allocated to each Series of Notes in
      accordance with the related Indenture Supplement.

            (c) Throughout the existence of the Issuer, unless otherwise stated
      in any Indenture Supplement, on each Date of Processing, the Issuer shall
      allocate to the Transferor an amount equal to the product of (A) the
      Transferor Percentage and (B) the aggregate amount of Principal
      Collections and Non-Principal Collections, respectively, on that Date of
      Processing; provided, that, if the Free Equity Amount (determined after
      giving effect to any transfer of Principal Receivables to the Issuer on
      such date), is less than or equal to the Minimum Free Equity Amount,
      Issuer shall deposit in the Excess Funding Account an amount equal to the
      lesser of (i) the amounts that otherwise would be allocated to the
      Transferor and (ii) the amount by which the Minimum Free Equity Amount
      exceeds the Free Equity Amount. Unless otherwise stated in any Indenture
      Supplement, neither the Master Servicer nor Transferor need deposit any
      amounts

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<PAGE>

      allocated to Transferor pursuant to the foregoing into the Collection
      Account and shall pay, or be deemed to pay, such amounts as collected to
      Transferor.

      The payments to be made to Transferor pursuant to this Section 8.4(c) do
not include amounts that do not represent Collections, including proceeds from
the sale, disposition or liquidation of Transferred Receivables pursuant to
Section 5.3 or payment of the purchase price for the Notes of a specific Series
pursuant to the related Indenture Supplement.

      SECTION 8.5. Shared Principal Collections. On each Transfer Date, (a)
Issuer shall allocate Shared Principal Collections not previously so applied or
paid to each applicable Principal Sharing Series, pro rata, in proportion to the
Principal Shortfalls, if any, with respect to each such Series and (b) Issuer
shall withdraw from the Collection Account and pay to Transferor any amounts
representing Shared Principal Collections remaining after the allocations and
applications referred to in clause (a); provided, that, if, on any day the Free
Equity Amount (determined after giving effect to any transfer of Principal
Receivables to the Issuer on such day), is less than or equal to the Minimum
Free Equity Amount, Issuer shall not distribute to Transferor any Shared
Principal Collections that otherwise would be distributed to Transferor, but
shall deposit such funds in the Excess Funding Account to the extent required so
that the Free Equity Amount equals the Minimum Free Equity Amount.

      SECTION 8.6. Excess Non-Principal Collections. On each Transfer Date, (a)
for each Group, Issuer shall allocate the aggregate amount for all outstanding
Series in such Group of the amounts which the related Indenture Supplements
specify are to be treated as "Excess Non-Principal Collections" for such
Transfer Date to each Series in such Group, pro rata, in proportion to the
Non-Principal Shortfalls, if any, with respect to each such Series, and (b)
Issuer shall on the related Payment Date withdraw (or shall instruct the
Indenture Trustee in writing to withdraw) from the Collection Account and pay to
Transferor an amount equal to the excess, if any, of (x) the aggregate amount
for all outstanding Series in a Group of the amounts which the related Indenture
Supplements specify are to be treated as "Excess Non-Principal Collections" for
such Payment Date over (y) the aggregate amount for all outstanding Series in
such Group which the related Indenture Supplements specify are "Non-Principal
Shortfalls", for such Payment Date.

      SECTION 8.7. Release of Collateral.

            (a) Subject to the payment of its fees and expenses pursuant to
      Section 6.7, the Indenture Trustee may, and when required by this
      Indenture shall, execute instruments to release property from the Lien of
      this Indenture, or convey the Indenture Trustee's interest in the same, in
      a manner and under circumstances that are not inconsistent with this
      Indenture. No party relying upon an instrument executed by the Indenture
      Trustee as provided in this Article shall be bound to ascertain the
      Indenture Trustee's authority, inquire into the satisfaction of any
      conditions precedent or see to the application of any funds.

            (b) The Indenture Trustee shall, at such time as there are no Notes
      Outstanding, release and transfer, without recourse, all of the Collateral
      that secured the Notes (other than any cash held for the payment of the
      Notes pursuant to Section 4.2). The Indenture

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      Trustee shall release property from the Lien of this Indenture pursuant to
      this Section 8.7(b) only upon receipt of an Issuer Request requesting such
      release accompanied by an Officer's Certificate and an Opinion of Counsel
      and (if required by the TIA and the applicable Indenture Supplement)
      Independent Certificates in accordance with TIA Sections 314(c) and
      314(d)(1) meeting the applicable requirements of Section 10.1.

      SECTION 8.8. Opinion of Counsel. The Indenture Trustee shall receive at
least five (5) days' notice when requested by the Issuer to take any action
pursuant to Section 8.7(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, as a condition to such action, an
Opinion of Counsel stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of this Indenture; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Collateral. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.

            (a) Without the consent of the Noteholders, the Issuer and the
      Indenture Trustee, when authorized by an Issuer Order, at any time and
      from time to time, may enter into one or more indentures supplemental
      hereto or to any Indenture Supplement (which shall conform to the TIA as
      in force at the date of the execution thereof), in form satisfactory to
      the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
            any time subject to the Lien of this Indenture, or better to Grant
            unto the Indenture Trustee a Lien on any property subject or
            required to be subjected to the Lien of this Indenture, or to
            subject to the Lien of this Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
            applicable provisions hereof, of another Person to the Issuer, and
            the assumption by any such successor of the covenants of the Issuer
            herein and in the Notes;

                  (iii) to add to the covenants of the Issuer, for the benefit
            of the Noteholders, or to surrender any right or power herein
            conferred upon the Issuer; provided such surrender would not (as
            evidenced by an Officer's Certificate of the Issuer) have a material
            adverse effect on the Noteholders;

                  (iv) to convey, transfer, assign, mortgage or pledge any
            property to or with the Indenture Trustee for the benefit of the
            Noteholders;

                  (v) to cure any ambiguity, to correct or supplement any
            provision herein or in any supplemental indenture that may be
            inconsistent with any other

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            provision herein or in any supplemental indenture or to make any
            other provisions with respect to matters or questions arising under
            this Indenture or in any supplemental indenture; provided, that such
            action shall not (as evidenced by an Officer's Certificate of the
            Issuer) materially and adversely affect the interests of the
            Noteholders;

                  (vi) to evidence and provide for the acceptance of the
            appointment hereunder by a successor or additional trustee with
            respect to the Notes or any class thereof and to add to or change
            any of the provisions of this Indenture as shall be necessary to
            facilitate the administration of the trusts hereunder by more than
            one trustee, pursuant to the requirements of Article VI;

                  (vii) to modify, eliminate or add to the provisions of this
            Indenture to such extent as shall be necessary to effect the
            qualification of this Indenture under the TIA or under any similar
            Federal statute hereafter enacted and to add to this Indenture such
            other provisions as may be expressly required by the TIA; or

                  (viii) to provide for the issuance of one or more new Series
            of Notes, in accordance with the provisions of Section 2.8.

            The Indenture Trustee is hereby authorized to join in the execution
      of any such supplemental indenture and to make any further appropriate
      agreements and stipulations that may be therein contained.

            (b) The Issuer and the Indenture Trustee may when authorized by an
      Issuer Request, also without the consent of any Noteholders of any Series
      then Outstanding, enter into an indenture or indentures supplemental
      hereto or to any Indenture Supplement for the purpose of adding any
      provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture or to any Indenture Supplement or modifying
      in any manner the rights of the Noteholders under this Indenture or under
      any Indenture Supplement; provided, however, that the Issuer shall have
      delivered to the Indenture Trustee (i) an Officer's Certificate, dated the
      date of any such action, stating that all requirements therefor contained
      in this Section 9.1(b) have been met, and that the Issuer reasonably
      believes that such action will not result in an Adverse Effect and (ii) a
      Tax Opinion. Additionally, notwithstanding the preceding sentence, the
      Issuer and the Indenture Trustee, when authorized by an Issuer Request,
      may, without the consent of any Noteholders of any Series then
      Outstanding, enter into an indenture or indentures supplemental hereto to
      add, modify or eliminate such provisions as may be necessary or advisable
      to avoid the imposition of state or local income or franchise taxes
      imposed on the Issuer's property or its income; provided, however, that
      (i) the Issuer delivers to the Indenture Trustee and the Issuer an
      Officer's Certificate to the effect that the proposed action (i) meets the
      requirements set forth in this Section 9.1(b) and (ii) does not adversely
      affect the rights, duties, protections, indemnities, immunities or
      obligations of the Indenture Trustee or the Issuer hereunder. The
      amendments which the Issuer may make without the consent of Noteholders
      pursuant to this Section 9.1(b) may include the addition of Transferred
      Receivables.

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      SECTION 9.2. Supplemental Indentures With Consent of Noteholders. If
Section 9.1 is not applicable, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, may, with prior written notice to the Rating
Agencies, and with the consent of the Noteholders of at least sixty-six and
two-thirds percent (66-2/3%) of the Outstanding Principal Balance of the Notes
of each adversely affected Series, by Act of such Noteholders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto or to any Indenture Supplement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture and the Indenture Supplement related to such affected Series or
of modifying in any manner the rights of such Noteholders under this Indenture
and such Indenture Supplement; provided, however, that no such supplemental
indenture shall, without the consent of the Noteholder of each Outstanding Note
affected thereby:

            (a) change the due date of any installment of principal of or
      interest on any Note, or reduce the principal amount thereof, the interest
      rate specified thereon or the Redemption Price with respect thereto or
      change any place of payment where, or the coin or currency in which, any
      Note or any interest thereon is payable;

            (b) impair the right to institute suit for the enforcement of the
      provisions of this Indenture requiring the application of funds available
      therefor, as provided in Article V, to the payment of any such amount due
      on or after the respective due dates thereof (or, in the case of
      redemption, on or after the Redemption Date);

            (c) reduce the percentage of the Outstanding Principal Balance of
      Notes of any Series the consent of the Noteholders of which is required
      for any such supplemental indenture, or the consent of the Noteholders of
      which is required for any waiver of compliance with certain provisions of
      this Indenture or certain defaults hereunder and their consequences
      provided for in this Indenture;

            (d) reduce the percentage of the Outstanding Principal Balance of
      Notes of any Series, the consent of the Noteholders of which is required
      to direct the Indenture Trustee to direct the Issuer to sell the
      Collateral or any portion thereof if the proceeds of such sale would be
      insufficient to pay the principal amount and accrued but unpaid interest
      on the Outstanding Notes of such Series;

            (e) decrease the percentage of the Outstanding Principal Balance of
      Notes required to amend the sections of this Indenture which specify the
      applicable percentage of the Outstanding Principal Balance of Notes of any
      Series necessary to amend the Indenture or any Related Documents which
      require such consent;

            (f) modify or alter the provisions of this Indenture prohibiting the
      voting of Notes held by the Issuer, any other obligor on the Notes, a
      Transferor or any affiliate thereof; or

            (g) permit the creation of any Lien ranking prior to or on a parity
      with the Lien of this Indenture with respect to any part of the Collateral
      for any Notes or, except as otherwise permitted or contemplated herein,
      terminate the Lien of this Indenture on any

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      such Collateral at any time subject hereto or deprive the Noteholders of
      the security provided by the Lien of this Indenture.

      The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Noteholders, whether theretofore or thereafter
authenticated and delivered hereunder. The Indenture Trustee shall not be liable
for any such determination made in good faith.

      Satisfaction of the Rating Agency Condition shall not be required with
respect to the execution of any supplemental indenture pursuant to this Section
for which the consent of all of the affected Noteholders is required; provided
that prior notice of any such supplemental indenture shall be given to each
Rating Agency.

      It shall not be necessary for any Act of the Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. The
manner of obtaining such consents (and any other consents of Noteholders
provided for in this Indenture or in any other Related Document) and of
evidencing the authorization of the execution thereof by Noteholders shall be
subject to such reasonable requirements as the Indenture Trustee may provide.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Noteholders to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

      SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, in
addition to the documents required by Section 10.1, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

      SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith, and such
supplemental indenture shall form a part of the terms and conditions of this
Indenture for any and all purposes and every Noteholder, theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. This
Section does not apply to Indenture Supplements.

      SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture

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<PAGE>

Trustee as to any matter provided for in such supplemental indenture. If the
Issuer or the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Notes.

      SECTION 9.6. Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.

                                   ARTICLE X
                                  MISCELLANEOUS

      SECTION 10.1. Compliance Certificates and Opinions, etc.

            (a) Upon any written application or request (or oral application
      with prompt written or facsimiled confirmation) by the Issuer to the
      Indenture Trustee to take any action under this Indenture, other than any
      request that (i) the Indenture Trustee authenticate the Notes specified in
      such request, or (ii) the Indenture Trustee pay amounts due and payable to
      the Issuer hereunder to the Issuer's assignee specified in such request,
      the Issuer shall furnish to the Indenture Trustee: (A) an Officer's
      Certificate stating that all conditions precedent, if any, provided for in
      this Indenture relating to the proposed action have been complied with,
      (B) an Opinion of Counsel stating that in the opinion of such counsel all
      such conditions precedent, if any, have been complied with and (C) if
      required by the TIA and the applicable Indenture Supplement, an
      Independent Certificate from a firm of certified public accountants
      meeting the applicable requirements of this Section, except that, in the
      case of any such application or request as to which the furnishing of such
      documents is specifically required by this Indenture, no additional
      certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
      condition or covenant provided for in this Indenture shall include:

            (1) a statement that each signatory of such certificate or opinion
      has read or has caused to be read such covenant or condition and the
      definitions herein relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such signatory, such
      signatory has made (or has caused to be made) such examination or
      investigation as is necessary to enable such signatory to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

            (4) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

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            (b) (i) Prior to the deposit of any Collateral or other property or
      securities with the Indenture Trustee that is to be made the basis for the
      release of any property or securities subject to the Lien of this
      Indenture, the Issuer shall, in addition to any obligation imposed in
      Section 10.1(a) or elsewhere in this Indenture, furnish to the Indenture
      Trustee an Officer's Certificate certifying or stating the opinion of each
      person signing such certificate as to the fair value (within ninety (90)
      days of such deposit) to the Issuer of such Collateral or other property
      or securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
            Indenture Trustee an Officer's Certificate described in clause (i),
            the Issuer shall also deliver to the Indenture Trustee an
            Independent Certificate as to the same matters if the fair value to
            the Issuer of such Collateral or other property or securities to be
            so deposited and of all other Collateral or other property or
            securities released from the Lien of this Indenture since the
            commencement of the then-current fiscal year of the Issuer, as set
            forth in the certificates required by clause (i) and this clause
            (ii), equals ten percent (10%) or more of the Outstanding Principal
            Balance of the Notes, but such certificate need not be furnished
            with respect to any Collateral or other property or securities so
            deposited if the fair value thereof to the Issuer as set forth in
            the related Officer's Certificate is less than twenty-five thousand
            dollars ($25,000) or less than one percent of the then Outstanding
            Principal Balance of the Notes.

                  (iii) Other than with respect to the release of any Defaulted
            Receivables and Receivables in Removed Accounts, whenever any
            property or investment property is to be released from the Lien of
            this Indenture, the Issuer shall also furnish to the Indenture
            Trustee an Officer's Certificate certifying or stating the opinion
            of each person signing such certificate as to the fair value (within
            ninety (90) days of such release) of the property or securities
            proposed to be released and stating that in the opinion of such
            person the proposed release will not impair the security under this
            Indenture in contravention of the provisions hereof.

                  (iv) Whenever the Issuer is required to furnish to the
            Indenture Trustee an Officer's Certificate described in clause
            (iii), the Issuer shall also deliver to the Indenture Trustee an
            Independent Certificate as to the same matters if the fair value to
            the Issuer of the Collateral or other property or securities and of
            all other such Collateral or other property, other than Defaulted
            Receivables and Transferred Receivables in Removed Accounts, or
            securities released from the Lien of this Indenture since the
            commencement of the then current calendar year, as set forth in the
            certificates required by clause (iii) and this clause (iv), equals
            ten percent (10%) or more of the Outstanding Principal Balance of
            the Notes, but such certificate need not be furnished in the case of
            any release of Collateral or other property or securities if the
            fair value thereof to the Issuer as set forth in the related
            Officer's Certificate is less than twenty-five thousand dollars
            ($25,000) or less than one percent of the then Outstanding Principal
            Balance of the Notes.

                  (v) Notwithstanding any other provision of this Section, the
            Issuer may (A) collect, liquidate, sell or otherwise dispose of
            Transferred Receivables as and

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<PAGE>

            to the extent permitted or required by the Related Documents and (B)
            make cash payments out of the Series Accounts as and to the extent
            permitted or required by the Related Documents.

      SECTION 10.2. Form of Documents Delivered to the Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

      Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate, opinion or representations
with respect to the matters upon which his certificate or opinion is based
is/are erroneous. Any certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of any Originator, the
Master Servicer, the Transferor and/or the Issuer, stating that the information
with respect to such factual matters is in the possession of any Originator, the
Master Servicer, the Transferor and/or the Issuer, as applicable, unless such
Authorized Officer or the applicable counsel knows, or in the exercise of
reasonable care should know, that the certificate, opinion or representations
with respect to such matters is/are erroneous. Any Opinion of Counsel may be
based on the written opinion of other counsel, in which event such Opinion of
Counsel shall be accompanied by a copy of such other counsel's opinion.

      Where any Person is required or permitted to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

      Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided, that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

      SECTION 10.3. Acts of Noteholders.

            (a) Any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by this Indenture to be given or taken by
      Noteholders may be embodied in and evidenced by one or more instrument(s)
      of substantially similar tenor signed by such Noteholders in person or by
      agents duly appointed in writing; and except

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      as herein otherwise expressly provided, such action shall become effective
      when such instrument(s) are delivered to the Indenture Trustee, and, where
      it is hereby expressly required, to the Issuer. Such instrument(s) (and
      the action embodied therein and evidenced thereby) are herein sometimes
      referred to as the "Act" of the Noteholders signing such instrument(s).
      Proof of execution of any such instrument or of a writing appointing any
      such agent shall be sufficient for any purpose of this Indenture and
      (subject to Section 6.1) conclusive in favor of the Indenture Trustee and
      the Issuer, if made in the manner provided in this Section. At any time
      the Notes of any Class are maintained on Book-Entry Notes, any reference
      in this Indenture to an Act of Noteholders or a Noteholder or Noteholders
      representing a specified portion of the Outstanding Principal Balance of
      the Notes or such Class of Notes shall be deemed to refer to an Act of
      Note Owners or a Note Owner or Note Owners holding such specified portion
      of the Outstanding Principal Balance of the Notes or Class, as the case
      may be.

            (b) The fact and date of the execution by any Person of any such
      instrument or writing may be proved by the affidavit of a witness of such
      execution or by a certificate of a notary public or other officer
      authorized by law to take acknowledgments of deeds, certifying that the
      individual signing such instrument or writing acknowledged to him the
      execution thereof. Where such execution is by a signer acting in a
      capacity other than his individual capacity, such certificate or affidavit
      shall also constitute sufficient proof of his authority. The fact and date
      of the execution of any such instrument or writing, or the authority of
      the Person executing the same, may also be proved in any other manner
      which the Indenture Trustee deems sufficient.

            (c) The ownership of Notes shall be proved by the Note Register.

            (d) Any request, demand, authorization, direction, notice, consent,
      waiver or Act by the Noteholder shall bind every Noteholder issued upon
      the registration of the related Note, in exchange therefor or in lieu
      thereof, in respect of anything done, omitted or suffered to be done by
      the Indenture Trustee or the Issuer in reliance thereon, whether or not
      notation of such action is made upon such Note.

            (e) By accepting the Notes issued pursuant to this Indenture, each
      Noteholder irrevocably appoints the Indenture Trustee hereunder as the
      special attorney-in-fact for such Noteholder vested with full power on
      behalf of such Noteholder to effect and enforce the rights of such
      Noteholder and the revisions pursuant hereto for the benefit of such
      Noteholder; provided, that nothing contained in this Section shall be
      deemed to confer upon the Indenture Trustee any duty or power to vote on
      behalf of the Noteholders with respect to any matter on which the
      Noteholders have a right to vote pursuant to the terms of this Indenture.

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<PAGE>

      SECTION 10.4. Notices, etc., to the Indenture Trustee, the Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by this
Indenture, shall be in writing and, if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:

            (a) the Indenture Trustee by any Noteholder or by the Issuer, shall
      be sufficient for every purpose hereunder if made, given, furnished or
      filed in writing to or with the Indenture Trustee at its Corporate Trust
      Office, or

            (b) the Issuer by the Indenture Trustee or by any Noteholder, shall
      be sufficient for every purpose hereunder if in writing and mailed,
      first-class, postage prepaid, to the Issuer addressed to: GE Dealer
      Floorplan Master Note Trust, in care of General Electric Capital
      Corporation, 1600 Summer Street, 4th Floor, Stamford, CT 06927, Attention:
      Manager, Securitizations, or at any other address furnished in writing to
      the Indenture Trustee by the Issuer. The Issuer shall promptly transmit
      any notice received by it from the Noteholders to the Indenture Trustee.

      Notices, if any, required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to their
respective addresses set forth in the applicable Indenture Supplement.

      SECTION 10.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event or the mailing of any report to
Noteholders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid or
certified mail return receipt requested, or sent by private courier or confirmed
telecopy to each Noteholder affected by such event or to whom such report is
required to be mailed, at its address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice or the mailing of such report. In any case where
notice or report to Noteholders is given by mail, neither the failure to mail
such notice or report nor any defect in any notice or report so mailed to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.

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      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to mail or send notice to
Noteholders, in accordance with this Section, of any event or any report to
Noteholders when such notice or report is required to be delivered pursuant to
any provision of this Indenture, then such notification or delivery as shall be
made with the approval of the Indenture Trustee shall constitute a sufficient
notification for every purpose hereunder.

      Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.

      SECTION 10.6. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer
will, upon reasonable request of any Noteholder, enter into any agreement with
such Noteholder providing for a method of payment, or notice by the Indenture
Trustee or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture or the Notes for such payments or
notices, unless such agreement or the effects thereof could cause economic or
administrative burden on the Issuer or is unlawful; provided, however, that any
such agreement that imposes any duties or obligations on the Indenture Trustee
(including in its capacity as Paying Agent) shall be subject to the prior
written consent of the Indenture Trustee. The Issuer will furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee will
cause payments to be made and notices to be given in accordance with such
agreements.

      SECTION 10.7. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents of the Indenture
Trustee, whether so expressed or not.

      SECTION 10.8. Severability. Any provision of this Indenture or the Notes
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 10.9. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, any other party secured
hereunder and any other Person with an ownership interest in any part of the
Collateral, any benefit or any legal or equitable right, remedy or claim under
this Indenture. Notwithstanding the foregoing or anything else to the contrary
in this Indenture, each of the Transferor and the Master Servicer is hereby
authorized to make any filings, reports, notices, applications and registrations
with, and seek consents and authorizations from, the Commission and any State
securities authority on behalf of the Issuer as may be necessary or advisable to
comply with any federal or state securities laws or reporting requirements.

      SECTION 10.10. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this

                                                                Master Indenture

                                       79
<PAGE>

Indenture) payment need not be made on such date, but may be made on the next
Business Day with the same force and effect as if made on the date on which
nominally due, and no interest shall accrue with respect to such payment for the
period from and after any such nominal date.

      SECTION 10.11. Governing Law.

            (a) THIS INDENTURE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN
      ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
      PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
      5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO
      ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF
      THE UNITED STATES OF AMERICA. TO THE EXTENT PROVIDED IN ANY APPLICABLE
      INDENTURE SUPPLEMENT, THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT
      AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

                                                                Master Indenture

                                       80
<PAGE>

            (a) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
      FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
      HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
      BETWEEN THEM PERTAINING TO THIS INDENTURE OR TO ANY MATTER ARISING OUT OF
      OR RELATING TO THIS INDENTURE; PROVIDED, THAT EACH PARTY HERETO
      ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
      COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY;
      PROVIDED, FURTHER, THAT NOTHING IN THIS INDENTURE SHALL BE DEEMED OR
      OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING
      OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL
      OR ANY OTHER SECURITY FOR THE NOTES, OR TO ENFORCE A JUDGMENT OR OTHER
      COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS
      AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY
      OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS
      TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
      BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
      SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
      MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS
      ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4 AND THAT SERVICE SO
      MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL
      RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
      PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
      ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
      LAW.

                                                                Master Indenture

                                       81
<PAGE>

            BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
      TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
      AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS
      TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
      DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
      TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND
      OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
      ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
      SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
      RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
      CONNECTION WITH THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      SECTION 10.12. Counterparts. This Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument. Executed counterparts may be delivered electronically.

      SECTION 10.13. The Issuer Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer on the Notes or
under this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Indenture Trustee or the Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Trustee in
its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

      SECTION 10.14. Communication by Noteholders with Other Noteholders.
Subject to Section 7.2(b), Noteholders may communicate, pursuant to TIA Section
312(b), with other Noteholders with respect to their rights under this Indenture
or the Notes. The Issuer, the Indenture Trustee, the Note Registrar and all
other parties shall have the protection of TIA Section 312(c).

      SECTION 10.15. Agents of the Issuer. The Indenture Trustee hereby
acknowledges that it has been advised that any agent of the Issuer may act on
behalf of the Issuer hereunder for purposes of all consents, amendments, waivers
and other actions permitted or required to be taken, delivered or performed by
the Issuer, and the Indenture Trustee agrees that any such action taken by an
agent on behalf of the Issuer shall satisfy the Issuer's obligations hereunder.

                                                                Master Indenture

                                       82
<PAGE>

      SECTION 10.16. Survival of Representations and Warranties. The
representations, warranties and certifications of the Issuer made in this
Indenture or in any certificate or other writing delivered by the Issuer
pursuant hereto shall survive the authentication and delivery of the Notes
hereunder.

      SECTION 10.17. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by the TIA, such required provision shall control.

      The provisions of TIA Sections 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

      SECTION 10.18. Subordination. The Issuer and each Noteholder by accepting
a Note acknowledge and agree that such Note represents indebtedness of the
Issuer and does not represent an interest in any assets (other than the Trust
Estate) of Transferor (including by virtue of any deficiency claim in respect of
obligations not paid or otherwise satisfied from the Trust Estate and proceeds
thereof). In furtherance of and not in derogation of the foregoing, to the
extent Transferor enters into other financial transactions, the Issuer as well
as each Noteholder by accepting a Note acknowledge and agree that it shall have
no right, title or interest in or to any assets (or interest therein) (other
than Trust Estate) conveyed or purported to be conveyed by Transferor to another
trust or other Person or Persons in connection therewith (whether by way of a
sale, capital contribution or by virtue of the granting of a lien) ("Other
Assets"). To the extent that, notwithstanding the agreements and provisions
contained in the preceding sentences of this subsection, the Issuer or any
Noteholder either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Transferor or any other Person owned
by Transferor, or (ii) is deemed to have any such interest, claim or benefit in
or from Other Assets, whether by operation of law, legal process, pursuant to
applicable provisions of insolvency laws or otherwise (including by virtue of
Section 1111(b) of the Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Transferor or any other Person owned by Transferor, then the Issuer and
each Noteholder by accepting a Note further acknowledges and agrees that any
such interest, claim or benefit in or from Other Assets is and shall be
expressly subordinated to the indefeasible payment in full of all obligations
and liabilities of Transferor which, under the terms of the relevant documents
relating to the securitization of such Other Assets, are entitled to be paid
from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected
or otherwise entitled to a priority of distribution or application under
applicable law, including insolvency laws, and whether asserted against
Transferor or any other Person owned by Transferor), including, the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement shall be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section and the terms of this Section may be enforced by an action for
specific performance.

                               [Signatures Follow]

                                                                Master Indenture

                                       83
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                    GE DEALER FLOORPLAN MASTER NOTE TRUST

                                    By: THE BANK OF NEW YORK (DELAWARE),
                                    not in its individual capacity, but solely
                                    on behalf of the Issuer

                                    By: ________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                                                Master Indenture

                                      S-1
<PAGE>

                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Indenture Trustee

                                    By: ________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                                                Master Indenture

                                      S-2
<PAGE>

                                                                       EXHIBIT A
                                                                    to Indenture

                   FORM OF OFFICER'S CERTIFICATE (SECTION 3.9)

_____________,______
[                   ]

      Pursuant to Section 3.9 of the Master Indenture, dated as of [ ], 2004
(the "Indenture"), between GE Dealer Floorplan Master Note Trust (the "Issuer")
and Wilmington Trust Company, as Indenture Trustee, the undersigned hereby
certifies that:

            (a) a review of the activities of the Issuer during the previous
      fiscal year and of the Issuer's performance under the Indenture has been
      made under the supervision of the undersigned; and

            (b) [to the best knowledge of the undersigned, based on such review,
      the Issuer has complied with all conditions and covenants under the
      Indenture throughout such year] [if there has been a default in the
      compliance of any such condition or covenant, this certificate is to
      specify each such default known to the undersigned and the nature and
      status thereof].

                      GE DEALER FLOORPLAN MASTER NOTE TRUST

                        By:   The Bank of New York (Delaware), not in its
                              individual capacity, but solely on behalf of the
                              Issuer

                        By:
                        Name:
                        Title:

                                   Exhibit A-1

<PAGE>

                                                                      SCHEDULE 1

            PERFECTION REPRESENTATIONS AND WARRANTIES (SECTION 2.15)

                  (a) In addition to the representations, warranties and
            covenants contained in the Indenture, the Issuer hereby represents,
            warrants and covenants to the Indenture Trustee as follows as of the
            Initial Closing Date:

                        (i) The Indenture creates a valid and continuing
                  security interest (as defined in the applicable UCC) in the
                  Issuer's rights in the Collateral in favor of the Indenture
                  Trustee, which security interest is prior to all other Liens
                  (other than Permitted Encumbrances (in the case of the Note
                  Trust Certificate, upon the Indenture Trustee obtaining and
                  maintaining possession of the Note Trust Certificate)), and is
                  enforceable as such against creditors of and purchasers from
                  the Issuer.

                        (ii) The Transferred Receivables constitute
                  "instruments," "general intangibles", "accounts" or "chattel
                  paper" within the meaning of the UCC. The Note Trust
                  Certificate constitutes a "general intangible" or an
                  "instrument" or a "certificated security" within the meaning
                  of the UCC.

                        (iii) The Issuer owns and has good and marketable title
                  to the Collateral free and clear of any Lien, claim or
                  encumbrance of any Person (other than Permitted Encumbrances).

                        (iv) There are no consents or approvals required by the
                  terms of the Financing Agreements for the pledge of the
                  Issuer's rights in the Transferred Receivables to the
                  Indenture Trustee pursuant to the Indenture.

                        (v) The Issuer has caused, or will have caused within
                  ten (10) days after the Closing Date, the filing of all
                  appropriate financing statements in the proper filing office
                  in the appropriate jurisdictions under applicable law in order
                  to perfect the security interest granted to the Indenture
                  Trustee under the Indenture in the Collateral.

                        (vi) Other than the pledge of the Collateral to the
                  Indenture Trustee pursuant to the Indenture, the Issuer has
                  not pledged, assigned, sold, granted a security interest in,
                  or otherwise conveyed the Collateral. The Issuer has not
                  authorized the filing of and is not aware of any financing
                  statements against the Issuer that include a description of
                  collateral covering the Collateral, except for the financing
                  statement filed pursuant to the Indenture. The Issuer is not
                  aware of any judgment or tax lien filings against the Issuer.

                        (vii) Notwithstanding any other provision of the
                  Indenture, the representations and warranties set forth in
                  this Schedule 1 shall be continuing, and remain in full force
                  and effect, until such time as the Notes cease to be
                  Outstanding.

                                  Schedule 1-1
<PAGE>

                  (b) The Indenture Trustee covenants that it shall not, without
            the consent of S&P, if S&P is then rating any outstanding Series,
            waive a breach of any representation or warranty set forth in this
            Schedule 1.

                                  Schedule 1-2